TROX Tronox Holdings plc

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Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our nine TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023 and 2022. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities.

We completed an internal assessment to identify items that were impacted as a result of the dissolution of LIBOR. Based upon this assessment, we determined that this change was most impactful to our intercompany debt agreements and interest

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We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.

Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of September 30, 2023, and December 31, 2022, we did not have any material contract asset balances.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of both September 30, 2023 and December 31, 2022 were less than $1 million. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets.  All material contract liabilities as of December 31, 2022 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2023.

Disaggregation of Revenue

We operate under one operating and reportable segment, Tronox. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.

Net sales to external customers by geographic areas where our customers are located were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
North America			$	191					$	228					$	584					$	628
South and Central America			37						73						119						213
Europe, Middle-East and Africa			256						331						858						1,069
Asia Pacific			178						263						603						895
Total net sales			$	662					$	895					$	2,164					$	2,805

Net sales from external customers for each similar type of product were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
TiO2			$	558					$	673					$	1,729					$	2,215
Zircon			33						128						200						346
Other products			71						94						235						244
Total net sales			$	662					$	895					$	2,164					$	2,805

Other products mainly include pig iron, TiCl4 and other mining products.

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Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Income before income taxes is comprised of the following:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Income tax (provision) benefit			$	(8)					$	(18)					$	(339)					$	187
(Loss) income before income taxes			$	(6)					$	141					$	81					$	327
Effective tax rate			(133)		%				13		%				419		%				(57)		%

Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both September 30, 2023 and 2022 was 25% and 19%, respectively. The statutory rate in the U.K. changed to 25% effective April 1, 2023 and a weighted average of 23.5% will be applied for the full year 2023. The effective tax rates for both the three and nine months ended September 30, 2023 and 2022 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions.

During the nine months ended September 30, 2023, we identified negative evidence concerning our ability to realize some of our Australia group deferred tax assets. This evidence primarily relates to losses being generated during the current year and there is uncertainty regarding the region's ability to generate income in the near term. After weighing all the positive and negative evidence, we determined that it is more likely than not that the Australia deferred tax assets may not be realized. As a result, we recorded a $293 million non-cash charge to tax expense for the nine months ended September 30, 2023. In the future, if we determine that it is more likely than not that we will be able to realize all or a portion of our deferred tax assets, the valuation allowance will be reduced, and we will record a benefit to earnings.

The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

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The computation of basic and diluted income per share for the periods indicated is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Numerator - Basic and Diluted:
Net (loss) income			$	(14)					$	123					$	(258)					$	514
Less: Net income attributable to noncontrolling interest			—						2						2						2
Net (loss) income available to ordinary shares			$	(14)					$	121					$	(260)					$	512
Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)			156,816						154,548						156,260						155,027
Weighted-average ordinary shares, diluted (in thousands)			156,816						156,948						156,260						158,201
Basic net (loss) income per ordinary share			$	(0.09)					$	0.78					$	(1.66)					$	3.30
Diluted net (loss) income per ordinary share			$	(0.09)					$	0.77					$	(1.66)					$	3.23

Net (loss) income per ordinary share amounts were calculated from exact, not rounded net (loss) income and share information.  Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and nine months ended September 30, 2023 and 2022 were as follows:

			Shares
			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Options			236,945						518,934						236,945						518,934
Restricted share units			1,648,311						1,333,723						2,520,412						1,330,971

On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivable generated by our wholly-owned Australian operating subsidiaries Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd.

In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remain at $200 million and November 2025, respectively. As a result of the Second Amendment, during the nine months ended September 30, 2023, we incurred $1 million of transaction costs, which are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of September 30, 2023 and December 31, 2022, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's

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unaudited Condensed Consolidated Balance Sheet was $200 million and $123 million, respectively. Additionally, at September 30, 2023 and December 31, 2022, we retained approximately $123 million and $69 million of unsold receivables which we pledged as collateral for the sold receivables.

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Cash proceeds from collections reinvested in the program			$	238					$	103					$	582					$	239
Incremental accounts receivables sold			238						103						659						314
Fees incurred1			3						1						8						1

1 Fees due to the Purchaser relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

Inventories, net consisted of the following:

			September 30, 2023						December 31, 2022
Raw materials			$	327					$	261
Work-in-process			174						125
Finished goods, net			679						641
Materials and supplies, net			242						251
Inventories, net			$	1,422					$	1,278

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

At September 30, 2023 and December 31, 2022, inventory obsolescence reserves primarily for materials and supplies were $44 million and $42 million, respectively. Reserves for lower of cost or market and net realizable value were $41 million and $27 million at September 30, 2023 and December 31, 2022, respectively.

Property, plant and equipment, net of accumulated depreciation, consisted of the following:

			September 30, 2023						December 31, 2022
Land and land improvements			$	235					$	226
Buildings			395						390
Machinery and equipment			2,462						2,330
Construction-in-progress			267						370
Other			59						62
Subtotal			3,418						3,378
Less: accumulated depreciation			(1,648)						(1,548)
Property, plant and equipment, net			$	1,770					$	1,830

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11.

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Mineral leaseholds, net of accumulated depletion, consisted of the following:

			September 30, 2023						December 31, 2022
Mineral leaseholds			$	1,249					$	1,282
Less: accumulated depletion			(594)						(581)
Mineral leaseholds, net			$	655					$	701

Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $7 million and $8 million during the three months ended September 30, 2023 and 2022, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $22 million and $23 million during the nine months ended September 30, 2023 and 2022, respectively.

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Intangible assets, net of accumulated amortization, consisted of the following:

			September 30, 2023																		December 31, 2022
			Gross Cost						Accumulated Amortization						Net Carrying Amount						Gross Cost						Accumulated Amortization						Net Carrying Amount
Customer relationships			$	291					$	(245)					$	46					$	291					$	(231)					$	60
TiO2 technology			93						(42)						51						93						(37)						56
Internal-use software and other			196						(48)						148						179						(45)						134
Intangible assets, net			$	580					$	(335)					$	245					$	563					$	(313)					$	250

As of September 30, 2023 and December 31, 2022, internal-use software included approximately $121 million and $106 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.

The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Cost of goods sold			$	1					$	1					$	3					$	1
Selling, general and administrative expenses			6						6						20						22
Total			$	7					$	7					$	23					$	23

Estimated future amortization expense related to intangible assets is $7 million for the remainder of 2023, $43 million for 2024, $43 million for 2025, $25 million for 2026, $23 million for 2027 and $104 million thereafter.

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Accrued liabilities consisted of the following:

			September 30, 2023						December 31, 2022
Employee-related costs and benefits			$	110					$	107
Related party payables			2						15
Interest			4						15
Sales rebates			30						37
Taxes other than income taxes			7						13
Asset retirement obligations			9						8
Other accrued liabilities			37						57
Accrued liabilities			$	199					$	252

Additional supplemental cash flow information for the nine months ended September 30, 2023 and 2022 and as of September 30, 2023 and December 31, 2022 is as follows:

			Nine Months Ended September 30,
Supplemental non cash information:			2023						2022
Operating activities - Chloride slag inventory purchases made from AMIC			$	27					$	—
Operating activities - MGT sales made to AMIC			$	5					$	2
Investing activities - In-kind receipt of AMIC loan repayment			$	27					$	—
Financing activities - Initial commercial insurance premium financing agreement			$	18					$	21
Financing activities - Repayment of MGT loan			$	5					$	2
			September 30, 2023						December 31, 2022
Capital expenditures acquired but not yet paid			$	38					$	72

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Long-Term Debt

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:

			Original Principal						Annual Interest Rate						Maturity Date						September 30, 2023						December 31, 2022
Term Loan Facility, net of unamortized discount (1)			1,300						Variable						3/11/2028						$	898					$	898
2022 Term Loan Facility, net of unamortized discount(1)			400						Variable						4/4/2029						391						393
2023 Term Loan Facility, net of unamortized discount(1)			350						Variable						8/16/2028						347						—
Senior Notes due 2029			1,075						4.625		%				3/15/2029						1,075						1,075
Standard Bank Term Loan Facility (1)			98						Variable						11/11/2026						64						77
Australian Government Loan, net of unamortized discount			N/A						N/A						12/31/2036						1						1
MGT Loan(2)			36						Variable						Variable						27						30
Finance leases																					42						47
Long-term debt																					2,845						2,521
Less: Long-term debt due within one year																					(26)						(24)
Debt issuance costs																					(31)						(33)
Long-term debt, net																					$	2,788					$	2,464

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(1)The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Standard Bank Term Loan Facility was 6.0%, 8.6%, 9.3% and 10.2%, respectively, during the nine months ended September 30, 2023. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022.

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 4.0% during the nine months ended September 30, 2023 and September 30, 2022, respectively.

Term Loan Facility

In June 2023, in anticipation of Reference Rate Reform, we amended our interest rate terms of the Term Loan Facility from LIBOR to SOFR pursuant to the loan agreement. The Term Loan Facility bears interest at either the base rate or the SOFR rate, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the Term Loan Facility agreement, the applicable margin under the Term Loan Facility as of September 30, 2023 was 2.50%.

2022 Term Loan Facility

On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of the Company's subsidiaries, the incremental term lender party thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 1 to the Amended and Restated First Lien Credit Agreement (the "2022 Amendment"). The 2022 Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The proceeds of the 2022 Term Loan Facility were used on April 1, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 and to pay transaction related costs and expenses. As a result of this transaction, we recognized

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approximately $21 million, including a call premium of $18 million, in "Loss on extinguishment of debt" on the unaudited Consolidated Statement of Operations for the nine months ended September 30, 2022.

The 2022 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2022 Incremental Term Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023, the applicable margin under the 2022 Term Loan Facility was 3.25%.

2023 Term Loan Facility

On August 16, 2023, the Borrower, the Company, certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 3 to the Amended and Restated First Lien Credit Agreement (the "2023 Amendment"). The 2023 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2023 Term Loan Facility" and, the loans thereunder, the "2023 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $350 million. The proceeds of the 2023 Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving credit facilities and to enhance available liquidity for upcoming capital expenditures.

The 2023 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2023 Incremental Term Loans is 2.50% per annum for base rate loans, or 3.50% per annum for SOFR rate loans. The 2023 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023 the applicable margin under the 2023 Term Loan Facility was 3.50%.

Short-Term Debt

Emirates Revolver

In June 2023, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates NBD PJSC (“Emirates”) which replaced the existing revolving credit facility with Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and will mature in June 2024. The facility limit is 50 million Pound Sterling (approximately $61 million at the September 30, 2023 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver, for U.S. dollar borrowings, the interest rate is SOFR plus 1.75%, for Euro borrowings, the interest rate is Euribor plus 1.75% and for Pound Sterling borrowings, the interest rate is SONIA plus 1.75%. During the nine months ended September 30, 2023, we drew down 35 million Pound Sterling (approximately $43 million at the September 30, 2023 exchange rate) and fully repaid the outstanding amount as of September 30, 2023.

SABB Facility

During the nine months ended September 30, 2023, we drew down SAR 16 million (approximately $4 million at the September 30, 2023 exchange rate) under the SABB Facility for general corporate purposes and fully repaid the outstanding amount as of September 30, 2023.

Cash Flow Revolver

During the nine months ended September 30, 2023, we drew down an incremental $115 million for general corporate purposes, which together with $30 million in draw-downs at December 31, 2022, were fully repaid as of September 30, 2023.

Standard Bank Revolving Credit Facility

During the nine months ended September 30, 2023, we drew down ZAR 650 million (approximately $34 million at the September 30, 2023 exchange rate) under the Standard Bank Revolving Credit Facility for general corporate purposes and fully repaid the outstanding amount at September 30, 2023.

Insurance premium financing

In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party financing company. The financing balance requires a 33% down payment and will be repaid in monthly installments over 9 months at

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a 8% fixed annual interest rate. As of September 30, 2023, the financing balance was $17 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheet.

Debt Covenants

As of September 30, 2023, we are in compliance with all financial covenants in our debt facilities.

Derivatives recorded on the Condensed Consolidated Balance Sheets:

The following table is a summary of the fair value of derivatives outstanding at September 30, 2023 and December 31, 2022:

			Fair Value
			September 30, 2023												December 31, 2022
			Assets(a)						Accrued Liabilities						Assets(a)						Accrued Liabilities
Derivatives Designated as Cash Flow Hedges
Interest Rate Swaps			$	44					$	—					$	30					$	—
Natural Gas Hedges			$	—					$	1					$	1					$	2
Total Hedges			$	44					$	1					$	31					$	2
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts			$	—					$	2					$	1					$	—
Total Derivatives			$	44					$	3					$	32					$	2

(a) At September 30, 2023 and December 31, 2022, current assets of $44 million and $32 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

Derivatives' Impact on the Condensed Consolidated Statement of Operations:

The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:

			Amount of Pre-Tax Gain (Loss) Recognized in Earnings																		Amount of Pre-Tax Gain (Loss) Recognized in Earnings
			Revenue						Cost of Goods Sold						Other Income, net						Revenue						Cost of Goods Sold						Other Income, net
			Three Months Ended September 30, 2023																		Three Months Ended September 30, 2022
Derivatives Not Designated as Hedging Instruments
Currency Contracts			$	—					$	—					$	2					$	—					$	—					$	(13)
Derivatives Designated as Hedging Instruments
Currency Contracts			$	—					$	—					$	—					$	—					$	—					$	—
Natural Gas Hedges			$	—					$	(1)					$	—					$	—					$	2					$	—
Total Derivatives			$	—					$	(1)					$	2					$	—					$	2					$	(13)

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			Amount of Pre-Tax Gain (Loss) Recognized in Earnings																		Amount of Pre-Tax Gain (Loss) Recognized in Earnings
			Revenue						Cost of Goods Sold						Other Income, net						Revenue						Cost of Goods Sold						Other Income, net
			Nine Months Ended September 30, 2023																		Nine Months Ended September 30, 2022
Derivatives Not Designated as Hedging Instruments
Currency Contracts			$	—					$	—					$	(2)					$	—					$	—					$	(18)
Derivatives Designated as Hedging Instruments
Currency Contracts			$	—					$	(4)					$	—					$	5					$	14					$	—
Natural Gas Hedges			$	—					$	(4)					$	—					$	—					$	4					$	—
Total Derivatives			$	—					$	(8)					$	(2)					$	5					$	18					$	(18)

Interest Rate Risk

During the second quarter of 2019, we entered into three interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our Term Loan Facility, which effectively converted the variable rate to a fixed rate for that portion of the loan. The agreements were to expire in September 2024.

On March 27, 2023, the Company entered into amendments to two of our existing interest rate swap agreements with the counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements.

We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps became effective in June 2023 and will mature in March 2028 which is aligned with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR also ensured that the reference rates in our hedge instruments are now aligned with the interest rate terms of the Term Loan Facility which also changed from LIBOR to SOFR in June 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the corresponding hedge instruments for the assessment of effectiveness.

Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan Facility.

On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above. This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.

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As of September 30, 2023, the Company maintains a total of $950 million of interest rate swaps with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At September 30, 2023 and December 31, 2022, the net unrealized gain of $42 million and the unrealized gain of $30 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and nine months ended September 30, 2023, the amounts recorded in interest expense related to the interest-rate swap agreements were $8 million and $18 million, respectively, of which $2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and nine months ended September 30, 2022, the net amounts recorded in interest expense related to the interest-rate swap agreements less than $1 million and $7 million, respectively.

Foreign Currency Risk

From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure.  These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other income, net when the transactions are no longer probable of occurring.

As of September 30, 2023, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, which was fully recognized in earnings during the nine months ended September 30, 2023.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure.  For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At September 30, 2023, there was (i) 496 million South African Rand (or approximately $26 million at September 30, 2023 exchange rate), (ii) 202 million Australian dollars (or approximately $130 million at the September 30, 2023 exchange rate), (iii) 11 million Pound Sterling (or approximately $14 million at the September 30, 2023 exchange rate), (iv) 47 million Euro (or approximately $50 million at the September 30, 2023 exchange rate), and (v) 51 million Saudi Riyal (or approximately $14 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2022, there was (i) 1.2 billion South African Rand (or approximately $64 million at the September 30, 2023 exchange rate), (ii) 197 million Australian dollars (or approximately $127 million at the September 30, 2023 exchange rate), (iii) 20 million Pound Sterling (or approximately $24 million at the September 30, 2023 exchange rate), and (iv) 44 million Euro (or approximately $47 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts.

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:

Level 1 -Quoted prices in active markets for identical assets or liabilities

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Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly

Level 3 -Unobservable inputs based on the Company’s own assumptions

Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both September 30, 2023 and December 31, 2022:

			September 30, 2023									December 31, 2022
			Asset			Liability						Asset			Liability
Term Loan Facility			—			888						—			876
2022 Term Loan Facility			—			390						—			388
2023 Term Loan Facility			—			347						—			—
Standard Bank Term Loan Facility			—			64						—			77
Senior Notes due 2029			—			868						—			893
Australian Government Loan			—			1						—			1
MGT Loan			—			27						—			30
Interest rate swaps			44			—						30			—
Natural gas hedges			—			1						1			2
Foreign currency contracts			—			2						1			—

We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Senior Notes due 2029 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.

We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items.

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Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Beginning balance			$	161					$	147					$	161					$	149
Additions			1						1						4						1
Accretion expense			4						3						11						10
Remeasurement/translation			(5)						(9)						(7)						(14)
Other, including change in estimates			5						4						2						4
Settlements/payments			(2)						(3)						(7)						(7)
Balance, September 30,			$	164					$	143					$	164					$	143

			September 30, 2023						December 31, 2022
Current portion included in “Accrued liabilities”			$	9					$	8
Noncurrent portion included in “Asset retirement obligations”			155						153
Asset retirement obligations			$	164					$	161

Purchase and Capital Commitments—Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At September 30, 2023, purchase commitments were $111 million for the remainder of 2023, $171 million for 2024, $155 million for 2025, $154 million for 2026, $153 million for 2027, and $1,529 million thereafter.

Letters of Credit—At September 30, 2023, we had outstanding letters of credit and bank guarantees of $108 million, of which $70 million were letters of credit, of which $50 million is related to the sale of Hawkins Point as discussed below, and $38 million were bank guarantees. Amounts for performance bonds were not material.

Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties.  Included in these environmental matters is the following:

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Hawkins Point Plant.  Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MPE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of September 30, 2023, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.

Other Matters—We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following:

UK Health and Safety Matter. In April 2023, we received a summons from the UK Health and Safety Executive (HSE) alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving a contractor in August 2021. We also received notice that HSE is investigating another incident which occurred in August 2022 at the same plant involving an employee. With regard to the summons, in June 2023, Tronox Pigment UK Limited, the entity which owns the Stallingborough plant, pled guilty to the allegation. The sentencing hearing to determine monetary penalties occurred in September 2023. At such hearing, the judge imposed a monetary penalty in the amount of £207,681, inclusive of costs. We do not believe this matter will have a material adverse effect on our business, financial condition and results of operations. With regard to the notice of investigation into the second incident, the timing for an enforcement action, if any, is uncertain but based on our current understanding we also do not believe this matter will have a material adverse effect on our business, financial condition and results of operations.

Venator Materials plc v. Tronox Limited.  In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. On April 6, 2022, the Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18, 2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2022.

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The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2023 and 2022.

			Cumulative Translation Adjustment						Pension Liability Adjustment						Unrealized Gains (Losses) on Hedges						Total
Balance, July 1, 2023			$	(758)					$	(78)					$	27					$	(809)
Other comprehensive (loss) income			(25)						—						8						(17)
Amounts reclassified from accumulated other comprehensive loss			—						—						(1)						(1)
Balance, September 30, 2023			$	(783)					$	(78)					$	34					$	(827)

			Cumulative Translation Adjustment						Pension Liability Adjustment						Unrealized Gains (Losses) on Hedges						Total
Balance, July 1, 2022			$	(684)					$	(99)					$	11					$	(772)
Other comprehensive loss			(120)						—						7						(113)
Amounts reclassified from accumulated other comprehensive loss			—						1						(1)						—
Balance, September 30, 2022			$	(804)					$	(98)					$	17					$	(885)

The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2023 and 2022.

			Cumulative Translation Adjustment						Pension Liability Adjustment						Unrealized Gains (Losses) on Hedges						Total
Balance, January 1, 2023			$	(710)					$	(78)					$	20					$	(768)
Other comprehensive (loss) income			(73)						—						11						(62)
Amounts reclassified from accumulated other comprehensive loss			—						—						3						3
Balance, September 30, 2023			$	(783)					$	(78)					$	34					$	(827)

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			Cumulative Translation Adjustment						Pension Liability Adjustment						Unrealized Gains (Losses) on Hedges						Total
Balance, January 1, 2022			$	(628)					$	(100)					$	(10)					$	(738)
Other comprehensive (loss) income			(176)						—						50						(126)
Amounts reclassified from accumulated other comprehensive loss			—						2						(23)						(21)
Balance, September 30, 2022			$	(804)					$	(98)					$	17					$	(885)

Repurchase of Common Stock

Restricted Share Units (“RSUs”)

2023 Grant - During the nine months ended September 30, 2023, the Company granted both time-based and performance-based awards to certain members of management. A total of 870,403 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2026. A total of 90,088 of time-based awards were granted to non-employee members of the Board which will vest in May 2024. A total of 870,404 of performance-based awards were granted, of which 435,202 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 435,202 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2026 based on the actual 2025 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $22.43. The following weighted average assumptions were utilized to value the TSR grants:

			2023
Dividend yield			—		%
Expected historical volatility			67.1		%
Risk free interest rate			4.47		%
Expected life (in years)			3

The unrecognized compensation cost associated with all unvested awards at September 30, 2023 was $35 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2 years.

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The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

			Pensions												Pensions
			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Net periodic cost:
Service cost			$	—					$	1					$	2					$	3
Interest cost			5						4						13						11
Expected return on plan assets			(5)						(6)						(15)						(18)
Net amortization of actuarial loss and prior service credit			—						1						—						3
Total net periodic cost			$	—					$	—					$	—					$	(1)

The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

			Other Postretirement Benefit Plans												Other Postretirement Benefit Plans
			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Net periodic cost:
Interest cost			—						1						1						2
Total net periodic cost			$	—					$	1					$	1					$	2

During the nine months ended September 30, 2023, the Company made contributions to its pension plans of $3 million. The Company expects to make approximately $5 million of pension contributions for the remainder of 2023.

Tasnee / Cristal

At September 30, 2023, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest.

On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At September 30, 2023 and December 31, 2022, the outstanding Tronox Loans principal was $102 million and $125 million, respectively. The loan principal, together with related accrued interest of $14 million and $13 million at

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September 30, 2023 and December 31, 2022, respectively, is recorded within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet. For the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $23 million and $20 million, respectively, for feedstock material acquired from the Slagger. For the nine months ended September 30, 2023 and September 30, 2022, the corresponding Slagger feedstock acquired was $102 million and $43 million, respectively. The feedstock acquired is subsequently recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and December 31, 2022, amounts due related to Slagger feedstock acquired was $1 million and $14 million, respectively, which are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet.

On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt.

On May 10, 2023, AMIC and Tronox further amended the Option Agreement (the “Second Amendment”). In the Second Amendment the parties acknowledged that the Option expired on May 10, 2023 without being exercised but agreed to continue negotiating until September 30, 2023 (the "Renegotiation Period") as to whether, and under what circumstances, Tronox may acquire the Slagger. In addition, the parties agreed that until September 30, 2023 all chloride slag produced by the Slagger will be delivered to Tronox as repayment in-kind of the Tronox Loans at a price based on a widely published index for feedstock less a nominal discount as set forth in the Second Amendment. The Renegotiation Period has now been extended until November 1, 2023. For the three months ended September 30, 2023, in-kind repayments of the Tronox Loans began and totaled $27 million. Full repayment of the Tronox Loans is required by January 2025 in either cash or in-kind through chloride slag deliveries. During the Renegotiation Period the Technical Services Agreement remains in effect to enable Tronox's continued support to AMIC regarding the Jazan smelter complex. During July 2023, we also entered into an agreement with AMIC to act as their sales agent with regard to sales of slag fines to customers outside of the Kingdom of Saudi Arabia for an agreed upon commission fee to be paid.

Under the terms of the Technical Services Agreement, which we originally entered into with AMIC on March 15, 2018 and subsequently amended on May 13, 2020 and May 10, 2023, we provide project management support services for the Slagger. Under this amended arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded management fees of $2 million in "Other income, net" within the unaudited Condensed Consolidated Statement of Operations for the three months ended both September 30, 2023 and September 30, 2022. For the nine months ended both September 30, 2023 and September 30, 2022, corresponding management fees were $6 million. Tronox recorded remaining technical support fees received under the Technical Services Agreement for the three months ended both September 30, 2023 and September 30, 2022 of less than $1 million. Such fees are recorded in "Selling, general and administrative expenses" on the unaudited Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. At September 30, 2023 and December 31, 2022, Tronox had a receivable due from AMIC related to the management fee and other technical support fees of $2 million and $2 million, respectively, that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet.

At both September 30, 2023 and December 31, 2022, Tronox had a receivable due from Tasnee of $2 million which related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. This amount was recorded within “Other long-term assets” and "Prepaid and other assets" on the unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022, respectively.

On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.

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On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five and six years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. At September 30, 2023 and December 31, 2022, the outstanding balance of the note payable was $27 million and $30 million, respectively, of which $7 million and $7 million, respectively, was expected to be paid within the next twelve months. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the Consolidated Balance Sheet. During the three months ended both September 30, 2023 and September 30, 2022, Tronox recorded interest expense of less than $1 million related to the MGT Loan, which is recorded in "Interest expense" on the Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $2 million and $1 million, respectively, for MGT Loan repayments to Cristal which are recorded within "Net sales" on the unaudited Condensed Consolidated Statement of Operation. Corresponding MGT Loan repayments for the nine months ended September 30, 2023 and September 30, 2022 were $5 million and $2 million, respectively.

As a result of these transactions that we entered into related to the MGT assets, Tronox recorded $1 million and $1 million for purchase of chlorine gas from ATTM for the three months ended September 30, 2023 and September 30, 2022, respectively, and such amounts are subsequently recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. Corresponding amounts purchased for the nine months ended both September 30, 2023 and September 30, 2022 were $3 million. The amount due to ATTM at both September 30, 2023 and December 31, 2022, for the purchase of chlorine gas was $1 million, which is recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $11 million and $8 million, respectively, for MGT sales made to ATTM. Corresponding amounts for the nine months ended September 30, 2023 and September 30, 2022 were $34 million and $19 million, respectively. The MGT sales are recorded in “Net sales” on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and December 31, 2022, Tronox had a receivable from ATTM of $7 million and $6 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet.

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v3.23.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Oct. 20, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	1-35573
Entity Registrant Name	TRONOX HOLDINGS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1467236
Entity Address, Address Line One	263 Tresser Boulevard
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	705-3800
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Security Exchange Name	NYSE
Trading Symbol	TROX
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		156,793,755
Entity Central Index Key	0001530804
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 662	$ 895	$ 2,164	$ 2,805
Cost of goods sold	568	663	1,780	2,078
Gross profit	94	232	384	727
Selling, general and administrative expenses	62	69	206	220
Venator settlement	0	0	0	85
Income from operations	32	163	178	422
Interest expense	(42)	(32)	(113)	(92)
Interest income	4	2	10	6
Loss on extinguishment of debt	0	0	0	(21)
Other income, net	0	8	6	12
(Loss) income before income taxes	(6)	141	81	327
Income tax (provision) benefit	(8)	(18)	(339)	187
Net (loss) income	(14)	123	(258)	514
Net income attributable to noncontrolling interest	0	2	2	2
Net (loss) income attributable to Tronox Holdings plc	$ (14)	$ 121	$ (260)	$ 512
(Loss) Earnings per share:
Basic (in dollars per share)	$ (0.09)	$ 0.78	$ (1.66)	$ 3.30
Diluted (in dollars per share)	$ (0.09)	$ 0.77	$ (1.66)	$ 3.23
Weighted average shares outstanding, basic (in thousands) (in shares)	156,816	154,548	156,260	155,027
Weighted average shares outstanding, diluted (in thousands) (in shares)	156,816	156,948	156,260	158,201

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (14)	$ 123	$ (258)	$ 514
Other comprehensive income (loss):
Foreign currency translation adjustments	(27)	(122)	(70)	(175)
Pension and postretirement plans:
Amortization of unrecognized actuarial loss, (net of tax benefit of nil and less than $1 million in the three months ended September 30, 2023 and 2022, and net of tax benefit of nil and $1 million in the nine months ended September 30, 2023 and 2022, respectively)	0	1	0	2
Total pension and postretirement gain	0	1	0	2
Realized losses (gains) on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax benefit of less than $1 million and net tax expense of less than $1 million in the three months ended September 30, 2023 and 2022, respectively and net of tax benefit of $3 million and net of tax expense of $1 million in the nine months ended September 30, 2023 and 2022)	(1)	(1)	3	(23)
Unrealized gains on derivative financial instruments, (net of tax benefit of less than $1 million for the three months ended September 30, 2023 and a net of tax benefit of $1 million for the three months ended September 30, 2022, and a net tax benefit of $1 million for the nine months ended September 30, 2023 and a net tax expense of $3 million for the nine month ended September 30, 2022) - See Note 12	8	7	11	50
Other comprehensive loss	(20)	(115)	(56)	(146)
Total comprehensive (loss) income	(34)	8	(314)	368
Comprehensive (loss) income attributable to noncontrolling interest:
Net income	0	2	2	2
Foreign currency translation adjustments	(2)	(2)	3	1
Comprehensive (loss) income attributable to noncontrolling interest	(2)	0	5	3
Comprehensive (loss) income attributable to Tronox Holdings plc	$ (32)	$ 8	$ (319)	$ 365

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Amortization of unrecognized actuarial losses, tax benefit (less than for 2022 QTD)	$ 0	$ 1,000,000	$ 0	$ 1,000,000
Realized (gains) losses on derivative instruments, tax expense (benefit) (less than for 2023 and 2022 QTD)	(1,000,000)	1,000,000	(3,000,000)	1,000,000
Unrealized (losses) gains on derivative instruments, tax expense (benefit) (less than for 2022 QTD)	$ (1,000,000)	$ (1,000,000)	$ (1,000,000)	$ 3,000,000

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 246	$ 164
Accounts receivable (net of allowance for credit losses of $3 million and $4 million as of September 30, 2023 and December 31, 2022, respectively)	286	377
Inventories, net	1,422	1,278
Prepaid and other assets	175	135
Income taxes receivable	3	6
Total current assets	2,132	1,960
Noncurrent Assets
Property, plant and equipment, net	1,770	1,830
Mineral leaseholds, net	655	701
Intangible assets, net	245	250
Lease right of use assets, net	131	136
Deferred tax assets	923	1,233
Other long-term assets	184	196
Total assets	6,040	6,306
Current Liabilities
Accounts payable	370	486
Accrued liabilities	199	252
Short-term lease liabilities	20	20
Short-term debt	17	50
Long-term debt due within one year	26	24
Income taxes payable	11	18
Total current liabilities	643	850
Noncurrent Liabilities
Long-term debt, net	2,788	2,464
Pension and postretirement healthcare benefits	90	89
Asset retirement obligations	155	153
Environmental liabilities	47	51
Long-term lease liabilities	104	110
Deferred tax liabilities	143	153
Other long-term liabilities	34	33
Total liabilities	4,004	3,903
Commitments and Contingencies - Note 15
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 156,793,755 shares issued and outstanding at September 30, 2023 and 154,496,923 shares issued and outstanding at December 31, 2022	2	2
Capital in excess of par value	2,058	2,043
Retained earnings	760	1,080
Accumulated other comprehensive loss	(827)	(768)
Total Tronox Holdings plc shareholders’ equity	1,993	2,357
Noncontrolling interest	43	46
Total equity	2,036	2,403
Total liabilities and equity	$ 6,040	$ 6,306

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Accounts receivable, allowance for credit loss	$ 3	$ 4
Shareholders’ Equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	156,793,755	154,496,923
Common stock, shares outstanding (in shares)	156,793,755	154,496,923

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (258)	$ 514
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization	206	201
Deferred income taxes	314	(241)
Share-based compensation expense	15	21
Amortization of deferred debt issuance costs and discount on debt	6	6
Loss on extinguishment of debt	0	21
Other non-cash items affecting net (loss) income	34	51
Changes in assets and liabilities:
Decrease in accounts receivable, net of allowance for credit losses	84	7
Increase in inventories, net	(141)	(151)
Decrease in prepaid and other assets	5	16
Decrease in accounts payable and accrued liabilities	(154)	(55)
Net changes in income tax payables and receivables	(5)	17
Changes in other non-current assets and liabilities	(32)	(49)
Cash provided by operating activities	74	358
Cash Flows from Investing Activities:
Capital expenditures	(202)	(314)
Proceeds from sale of assets	3	3
Cash used in investing activities	(199)	(311)
Cash Flows from Financing Activities:
Repayments of short-term debt	(136)	(24)
Repayments of long-term debt	(13)	(511)
Proceeds from long-term debt	347	396
Proceeds from short-term debt	81	87
Repurchase of common stock	0	(50)
Call premiums paid	0	(18)
Debt issuance costs	(3)	(4)
Dividends paid	(69)	(60)
Cash provided by (used in) financing activities	207	(184)
Effects of exchange rate changes on cash and cash equivalents	0	(4)
Net increase (decrease) in cash and cash equivalents	82	(141)
Cash and cash equivalents at beginning of period	164	232
Cash and cash equivalents at end of period	246	91
Supplemental cash flow information:
Interest paid, net	113	99
Income taxes paid	$ 29	$ 37

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Millions	Total	Total Tronox Holdings plc Shareholders’ Equity	Tronox Holdings plc Ordinary Shares	Capital in Excess of par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Non- controlling Interest
Balance, beginning of period (in shares) at Dec. 31, 2021			153,935,000
Beginning balance at Dec. 31, 2021	$ 2,042	$ 1,994	$ 2	$ 2,067	$ 663	$ (738)	$ 48
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	16	16			16
Other comprehensive (loss) income	109	101				101	8
Share-based compensation (in shares)			3,254,000
Share-based compensation	7	7		7
Shares cancelled (in shares)			(9,000)
Shares cancelled	0
Shares repurchased and cancelled (in shares)			(1,386,000)
Shares repurchased and cancelled	(25)	(25)		(25)
Options exercised (in shares)			3,000
Options exercised	0
Ordinary share dividends	(20)	(20)			(20)
Balance, end of period (in shares) at Mar. 31, 2022			155,797,000
Ending balance at Mar. 31, 2022	2,129	2,073	$ 2	2,049	659	(637)	56
Balance, beginning of period (in shares) at Dec. 31, 2021			153,935,000
Beginning balance at Dec. 31, 2021	2,042	1,994	$ 2	2,067	663	(738)	48
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	514
Other comprehensive (loss) income	(146)
Balance, end of period (in shares) at Sep. 30, 2022			154,461,000
Ending balance at Sep. 30, 2022	2,322	2,271	$ 2	2,038	1,116	(885)	51
Balance, beginning of period (in shares) at Mar. 31, 2022			155,797,000
Beginning balance at Mar. 31, 2022	2,129	2,073	$ 2	2,049	659	(637)	56
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	375	375			375		0
Other comprehensive (loss) income	(140)	(135)				(135)	(5)
Share-based compensation (in shares)			91,000
Share-based compensation	7	7		7
Shares cancelled (in shares)			(8,000)
Shares cancelled	0	0		0
Shares repurchased and cancelled (in shares)			(1,458,000)
Shares repurchased and cancelled	(25)	(25)		(25)
Options exercised (in shares)			11,000
Options exercised	0	0		0
Ordinary share dividends	(20)	(20)			(20)
Balance, end of period (in shares) at Jun. 30, 2022			154,433,000
Ending balance at Jun. 30, 2022	2,326	2,275	$ 2	2,031	1,014	(772)	51
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	123	121			121		2
Other comprehensive (loss) income	(115)	(113)				(113)	(2)
Share-based compensation (in shares)			28,000
Share-based compensation	7	7		7
Ordinary share dividends	(19)	(19)			(19)		0
Balance, end of period (in shares) at Sep. 30, 2022			154,461,000
Ending balance at Sep. 30, 2022	$ 2,322	2,271	$ 2	2,038	1,116	(885)	51
Balance, beginning of period (in shares) at Dec. 31, 2022	154,496,923		154,497,000
Beginning balance at Dec. 31, 2022	$ 2,403	2,357	$ 2	2,043	1,080	(768)	46
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	25	23			23		2
Other comprehensive (loss) income	(15)	(17)				(17)	2
Share-based compensation (in shares)			2,221,000
Share-based compensation	6	6		6
Shares cancelled (in shares)			(1,000)
Shares cancelled	0
Ordinary share dividends	(20)	(20)			(20)
Balance, end of period (in shares) at Mar. 31, 2023			156,717,000
Ending balance at Mar. 31, 2023	$ 2,399	2,349	$ 2	2,049	1,083	(785)	50
Balance, beginning of period (in shares) at Dec. 31, 2022	154,496,923		154,497,000
Beginning balance at Dec. 31, 2022	$ 2,403	2,357	$ 2	2,043	1,080	(768)	46
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(258)
Other comprehensive (loss) income	$ (56)
Balance, end of period (in shares) at Sep. 30, 2023	156,793,755		156,794,000
Ending balance at Sep. 30, 2023	$ 2,036	1,993	$ 2	2,058	760	(827)	43
Balance, beginning of period (in shares) at Mar. 31, 2023			156,717,000
Beginning balance at Mar. 31, 2023	2,399	2,349	$ 2	2,049	1,083	(785)	50
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(269)	(269)			(269)
Other comprehensive (loss) income	(21)	(24)				(24)	3
Share-based compensation (in shares)			92,000
Share-based compensation	5	5		5
Shares cancelled (in shares)			(22,000)
Shares cancelled	0	0
Minority interest dividend	(8)						(8)
Ordinary share dividends	(20)	(20)			(20)		0
Balance, end of period (in shares) at Jun. 30, 2023			156,787,000
Ending balance at Jun. 30, 2023	2,086	2,041	$ 2	2,054	794	(809)	45
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(14)	(14)			(14)		0
Other comprehensive (loss) income	(20)	(18)				(18)	(2)
Share-based compensation (in shares)			7,000
Share-based compensation	4	4		4
Ordinary share dividends	$ (20)	(20)			(20)
Balance, end of period (in shares) at Sep. 30, 2023	156,793,755		156,794,000
Ending balance at Sep. 30, 2023	$ 2,036	$ 1,993	$ 2	$ 2,058	$ 760	$ (827)	$ 43

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Ordinary share dividends (in dollars per share)	$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.125	$ 0.125

v3.23.3

The Company	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	The Company Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our nine TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world. We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023 and 2022. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities. We completed an internal assessment to identify items that were impacted as a result of the dissolution of LIBOR. Based upon this assessment, we determined that this change was most impactful to our intercompany debt agreements and interest rate swap agreements. Upon conversion of these benchmark rates, we elected the practical expedients allowed under this standard which resulted in an immaterial impact to the financial statements. In addition, during the nine months ended September 30, 2023, we elected to utilize certain exemptions allowed by this pronouncement as it relates to our interest rate swap transactions. Refer to Note 12 for further details.

v3.23.3

Revenue	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue	Revenue We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time. Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of September 30, 2023, and December 31, 2022, we did not have any material contract asset balances. Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of both September 30, 2023 and December 31, 2022 were less than $1 million. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets.  All material contract liabilities as of December 31, 2022 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2023. Disaggregation of Revenue We operate under one operating and reportable segment, Tronox. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed. Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America $ 191  $ 228  $ 584  $ 628  South and Central America 37  73  119  213  Europe, Middle-East and Africa 256  331  858  1,069  Asia Pacific 178  263  603  895  Total net sales $ 662  $ 895  $ 2,164  $ 2,805  Net sales from external customers for each similar type of product were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 TiO2 $ 558  $ 673  $ 1,729  $ 2,215  Zircon 33  128  200  346  Other products 71  94  235  244  Total net sales $ 662  $ 895  $ 2,164  $ 2,805  Other products mainly include pig iron, TiCl4 and other mining products. During the nine months ended September 30, 2023 and 2022, our ten largest third-party customers represented 37% and 30%, respectively, of our consolidated net sales. During the nine months ended September 30, 2023 and 2022, no single customer accounted for 10% of our consolidated net sales.

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before income taxes is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income tax (provision) benefit $ (8) $ (18) $ (339) $ 187  (Loss) income before income taxes $ (6) $ 141  $ 81  $ 327  Effective tax rate (133) % 13  % 419  % (57) % Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both September 30, 2023 and 2022 was 25% and 19%, respectively. The statutory rate in the U.K. changed to 25% effective April 1, 2023 and a weighted average of 23.5% will be applied for the full year 2023. The effective tax rates for both the three and nine months ended September 30, 2023 and 2022 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions. During the nine months ended September 30, 2023, we identified negative evidence concerning our ability to realize some of our Australia group deferred tax assets. This evidence primarily relates to losses being generated during the current year and there is uncertainty regarding the region's ability to generate income in the near term. After weighing all the positive and negative evidence, we determined that it is more likely than not that the Australia deferred tax assets may not be realized. As a result, we recorded a $293 million non-cash charge to tax expense for the nine months ended September 30, 2023. In the future, if we determine that it is more likely than not that we will be able to realize all or a portion of our deferred tax assets, the valuation allowance will be reduced, and we will record a benefit to earnings. The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

v3.23.3

Income Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Income Per Share	Income Per Share The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator - Basic and Diluted: Net (loss) income $ (14) $ 123  $ (258) $ 514  Less: Net income attributable to noncontrolling interest —  2  2  2  Net (loss) income available to ordinary shares $ (14) $ 121  $ (260) $ 512  Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 156,816  154,548  156,260  155,027  Weighted-average ordinary shares, diluted (in thousands) 156,816  156,948  156,260  158,201  Basic net (loss) income per ordinary share $ (0.09) $ 0.78  $ (1.66) $ 3.30  Diluted net (loss) income per ordinary share $ (0.09) $ 0.77  $ (1.66) $ 3.23  Net (loss) income per ordinary share amounts were calculated from exact, not rounded net (loss) income and share information.  Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and nine months ended September 30, 2023 and 2022 were as follows: Shares Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options 236,945  518,934  236,945  518,934  Restricted share units 1,648,311  1,333,723  2,520,412  1,330,971

v3.23.3

Accounts Receivable Securitization Program	9 Months Ended
	Sep. 30, 2023
Transfers and Servicing [Abstract]
Accounts Receivable Securitization Program	Accounts Receivable Securitization Program On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivable generated by our wholly-owned Australian operating subsidiaries Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remain at $200 million and November 2025, respectively. As a result of the Second Amendment, during the nine months ended September 30, 2023, we incurred $1 million of transaction costs, which are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations. As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows. The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of September 30, 2023 and December 31, 2022, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheet was $200 million and $123 million, respectively. Additionally, at September 30, 2023 and December 31, 2022, we retained approximately $123 million and $69 million of unsold receivables which we pledged as collateral for the sold receivables. The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash proceeds from collections reinvested in the program $ 238  $ 103  $ 582  $ 239  Incremental accounts receivables sold 238  103  659  314  Fees incurred1 3  1  8  1  1 Fees due to the Purchaser relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

v3.23.3

Inventories, Net	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Inventories, Net	Inventories, Net Inventories, net consisted of the following: September 30, 2023 December 31, 2022 Raw materials $ 327  $ 261  Work-in-process 174  125  Finished goods, net 679  641  Materials and supplies, net 242  251  Inventories, net $ 1,422  $ 1,278  Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products. At September 30, 2023 and December 31, 2022, inventory obsolescence reserves primarily for materials and supplies were $44 million and $42 million, respectively. Reserves for lower of cost or market and net realizable value were $41 million and $27 million at September 30, 2023 and December 31, 2022, respectively.

v3.23.3

Property, Plant and Equipment, Net	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net Property, plant and equipment, net of accumulated depreciation, consisted of the following: September 30, 2023 December 31, 2022 Land and land improvements $ 235  $ 226  Buildings 395  390  Machinery and equipment 2,462  2,330  Construction-in-progress 267  370  Other 59  62  Subtotal 3,418  3,378  Less: accumulated depreciation (1,648) (1,548) Property, plant and equipment, net $ 1,770  $ 1,830  Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11. The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 52  $ 50  $ 158  $ 152  Selling, general and administrative expenses 1  1  3  3  Total $ 53  $ 51  $ 161  $ 155

v3.23.3

Mineral Leaseholds, Net	9 Months Ended
	Sep. 30, 2023
Extractive Industries [Abstract]
Mineral Leaseholds, Net	Mineral Leaseholds, Net Mineral leaseholds, net of accumulated depletion, consisted of the following: September 30, 2023 December 31, 2022 Mineral leaseholds $ 1,249  $ 1,282  Less: accumulated depletion (594) (581) Mineral leaseholds, net $ 655  $ 701  Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $7 million and $8 million during the three months ended September 30, 2023 and 2022, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $22 million and $23 million during the nine months ended September 30, 2023 and 2022, respectively.

v3.23.3

Intangible Assets, Net	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2023 December 31, 2022 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291  $ (245) $ 46  $ 291  $ (231) $ 60  TiO2 technology 93  (42) 51  93  (37) 56  Internal-use software and other 196  (48) 148  179  (45) 134  Intangible assets, net $ 580  $ (335) $ 245  $ 563  $ (313) $ 250  As of September 30, 2023 and December 31, 2022, internal-use software included approximately $121 million and $106 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use. The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 1  $ 1  $ 3  $ 1  Selling, general and administrative expenses 6  6  20  22  Total $ 7  $ 7  $ 23  $ 23  Estimated future amortization expense related to intangible assets is $7 million for the remainder of 2023, $43 million for 2024, $43 million for 2025, $25 million for 2026, $23 million for 2027 and $104 million thereafter.

v3.23.3

Balance Sheet and Cash Flow Supplemental Information	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Balance Sheet and Cash Flow Supplemental Information	Balance Sheet and Cash Flow Supplemental Information Accrued liabilities consisted of the following: September 30, 2023 December 31, 2022 Employee-related costs and benefits $ 110  $ 107  Related party payables 2  15  Interest 4  15  Sales rebates 30  37  Taxes other than income taxes 7  13  Asset retirement obligations 9  8  Other accrued liabilities 37  57  Accrued liabilities $ 199  $ 252  Additional supplemental cash flow information for the nine months ended September 30, 2023 and 2022 and as of September 30, 2023 and December 31, 2022 is as follows: Nine Months Ended September 30, Supplemental non cash information: 2023 2022 Operating activities - Chloride slag inventory purchases made from AMIC $ 27  $ —  Operating activities - MGT sales made to AMIC $ 5  $ 2  Investing activities - In-kind receipt of AMIC loan repayment $ 27  $ —  Financing activities - Initial commercial insurance premium financing agreement $ 18  $ 21  Financing activities - Repayment of MGT loan $ 5  $ 2  September 30, 2023 December 31, 2022 Capital expenditures acquired but not yet paid $ 38  $ 72

v3.23.3

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt Long-Term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date September 30, 2023 December 31, 2022 Term Loan Facility, net of unamortized discount (1) 1,300  Variable 3/11/2028 $ 898  $ 898  2022 Term Loan Facility, net of unamortized discount(1) 400  Variable 4/4/2029 391  393  2023 Term Loan Facility, net of unamortized discount(1) 350  Variable 8/16/2028 347  —  Senior Notes due 2029 1,075  4.625  % 3/15/2029 1,075  1,075  Standard Bank Term Loan Facility (1) 98  Variable 11/11/2026 64  77  Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1  1  MGT Loan(2) 36 Variable Variable 27  30  Finance leases 42  47  Long-term debt 2,845  2,521  Less: Long-term debt due within one year (26) (24) Debt issuance costs (31) (33) Long-term debt, net $ 2,788  $ 2,464  _______________ (1)The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Standard Bank Term Loan Facility was 6.0%, 8.6%, 9.3% and 10.2%, respectively, during the nine months ended September 30, 2023. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022. (2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 4.0% during the nine months ended September 30, 2023 and September 30, 2022, respectively. Term Loan Facility In June 2023, in anticipation of Reference Rate Reform, we amended our interest rate terms of the Term Loan Facility from LIBOR to SOFR pursuant to the loan agreement. The Term Loan Facility bears interest at either the base rate or the SOFR rate, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the Term Loan Facility agreement, the applicable margin under the Term Loan Facility as of September 30, 2023 was 2.50%. 2022 Term Loan Facility On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of the Company's subsidiaries, the incremental term lender party thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 1 to the Amended and Restated First Lien Credit Agreement (the "2022 Amendment"). The 2022 Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The proceeds of the 2022 Term Loan Facility were used on April 1, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 and to pay transaction related costs and expenses. As a result of this transaction, we recognized approximately $21 million, including a call premium of $18 million, in "Loss on extinguishment of debt" on the unaudited Consolidated Statement of Operations for the nine months ended September 30, 2022. The 2022 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2022 Incremental Term Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023, the applicable margin under the 2022 Term Loan Facility was 3.25%. 2023 Term Loan Facility On August 16, 2023, the Borrower, the Company, certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 3 to the Amended and Restated First Lien Credit Agreement (the "2023 Amendment"). The 2023 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2023 Term Loan Facility" and, the loans thereunder, the "2023 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $350 million. The proceeds of the 2023 Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving credit facilities and to enhance available liquidity for upcoming capital expenditures. The 2023 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2023 Incremental Term Loans is 2.50% per annum for base rate loans, or 3.50% per annum for SOFR rate loans. The 2023 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023 the applicable margin under the 2023 Term Loan Facility was 3.50%. Short-Term Debt Emirates Revolver In June 2023, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates NBD PJSC (“Emirates”) which replaced the existing revolving credit facility with Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and will mature in June 2024. The facility limit is 50 million Pound Sterling (approximately $61 million at the September 30, 2023 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver, for U.S. dollar borrowings, the interest rate is SOFR plus 1.75%, for Euro borrowings, the interest rate is Euribor plus 1.75% and for Pound Sterling borrowings, the interest rate is SONIA plus 1.75%. During the nine months ended September 30, 2023, we drew down 35 million Pound Sterling (approximately $43 million at the September 30, 2023 exchange rate) and fully repaid the outstanding amount as of September 30, 2023. SABB Facility During the nine months ended September 30, 2023, we drew down SAR 16 million (approximately $4 million at the September 30, 2023 exchange rate) under the SABB Facility for general corporate purposes and fully repaid the outstanding amount as of September 30, 2023. Cash Flow Revolver During the nine months ended September 30, 2023, we drew down an incremental $115 million for general corporate purposes, which together with $30 million in draw-downs at December 31, 2022, were fully repaid as of September 30, 2023. Standard Bank Revolving Credit Facility During the nine months ended September 30, 2023, we drew down ZAR 650 million (approximately $34 million at the September 30, 2023 exchange rate) under the Standard Bank Revolving Credit Facility for general corporate purposes and fully repaid the outstanding amount at September 30, 2023. Insurance premium financing In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party financing company. The financing balance requires a 33% down payment and will be repaid in monthly installments over 9 months at a 8% fixed annual interest rate. As of September 30, 2023, the financing balance was $17 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheet. Debt Covenants As of September 30, 2023, we are in compliance with all financial covenants in our debt facilities.

v3.23.3

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments Derivatives recorded on the Condensed Consolidated Balance Sheets: The following table is a summary of the fair value of derivatives outstanding at September 30, 2023 and December 31, 2022: Fair Value September 30, 2023 December 31, 2022 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 44  $ —  $ 30  $ —  Natural Gas Hedges $ —  $ 1  $ 1  $ 2  Total Hedges $ 44  $ 1  $ 31  $ 2  Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ —  $ 2  $ 1  $ —  Total Derivatives $ 44  $ 3  $ 32  $ 2  (a) At September 30, 2023 and December 31, 2022, current assets of $44 million and $32 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets. Derivatives' Impact on the Condensed Consolidated Statement of Operations: The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income, net Revenue Cost of Goods Sold Other Income, net Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ —  $ —  $ 2  $ —  $ —  $ (13) Derivatives Designated as Hedging Instruments Currency Contracts $ —  $ —  $ —  $ —  $ —  $ —  Natural Gas Hedges $ —  $ (1) $ —  $ —  $ 2  $ —  Total Derivatives $ —  $ (1) $ 2  $ —  $ 2  $ (13) Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income, net Revenue Cost of Goods Sold Other Income, net Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ —  $ —  $ (2) $ —  $ —  $ (18) Derivatives Designated as Hedging Instruments Currency Contracts $ —  $ (4) $ —  $ 5  $ 14  $ —  Natural Gas Hedges $ —  $ (4) $ —  $ —  $ 4  $ —  Total Derivatives $ —  $ (8) $ (2) $ 5  $ 18  $ (18) Interest Rate Risk During the second quarter of 2019, we entered into three interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our Term Loan Facility, which effectively converted the variable rate to a fixed rate for that portion of the loan. The agreements were to expire in September 2024. On March 27, 2023, the Company entered into amendments to two of our existing interest rate swap agreements with the counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements. We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps became effective in June 2023 and will mature in March 2028 which is aligned with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR also ensured that the reference rates in our hedge instruments are now aligned with the interest rate terms of the Term Loan Facility which also changed from LIBOR to SOFR in June 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the corresponding hedge instruments for the assessment of effectiveness. Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan Facility. On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above. This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship. As of September 30, 2023, the Company maintains a total of $950 million of interest rate swaps with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings. At September 30, 2023 and December 31, 2022, the net unrealized gain of $42 million and the unrealized gain of $30 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and nine months ended September 30, 2023, the amounts recorded in interest expense related to the interest-rate swap agreements were $8 million and $18 million, respectively, of which $2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and nine months ended September 30, 2022, the net amounts recorded in interest expense related to the interest-rate swap agreements less than $1 million and $7 million, respectively. Foreign Currency Risk From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure.  These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other income, net when the transactions are no longer probable of occurring. As of September 30, 2023, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, which was fully recognized in earnings during the nine months ended September 30, 2023. From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure.  For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At September 30, 2023, there was (i) 496 million South African Rand (or approximately $26 million at September 30, 2023 exchange rate), (ii) 202 million Australian dollars (or approximately $130 million at the September 30, 2023 exchange rate), (iii) 11 million Pound Sterling (or approximately $14 million at the September 30, 2023 exchange rate), (iv) 47 million Euro (or approximately $50 million at the September 30, 2023 exchange rate), and (v) 51 million Saudi Riyal (or approximately $14 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2022, there was (i) 1.2 billion South African Rand (or approximately $64 million at the September 30, 2023 exchange rate), (ii) 197 million Australian dollars (or approximately $127 million at the September 30, 2023 exchange rate), (iii) 20 million Pound Sterling (or approximately $24 million at the September 30, 2023 exchange rate), and (iv) 44 million Euro (or approximately $47 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts.

v3.23.3

Fair Value	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value	Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Asset Liability Asset Liability Term Loan Facility —  888  —  876  2022 Term Loan Facility —  390  —  388  2023 Term Loan Facility —  347  —  —  Standard Bank Term Loan Facility —  64  —  77  Senior Notes due 2029 —  868  —  893  Australian Government Loan —  1  —  1  MGT Loan —  27  —  30  Interest rate swaps 44  —  30  —  Natural gas hedges —  1  1  2  Foreign currency contracts —  2  1  —  We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Senior Notes due 2029 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input. We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items.

v3.23.3

Asset Retirement Obligations	9 Months Ended
	Sep. 30, 2023
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligations	Asset Retirement Obligations Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 161  $ 147  $ 161  $ 149  Additions 1  1  4  1  Accretion expense 4  3  11  10  Remeasurement/translation (5) (9) (7) (14) Other, including change in estimates 5  4  2  4  Settlements/payments (2) (3) (7) (7) Balance, September 30, $ 164  $ 143  $ 164  $ 143  September 30, 2023 December 31, 2022 Current portion included in “Accrued liabilities” $ 9  $ 8  Noncurrent portion included in “Asset retirement obligations” 155  153  Asset retirement obligations $ 164  $ 161

v3.23.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase and Capital Commitments—Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At September 30, 2023, purchase commitments were $111 million for the remainder of 2023, $171 million for 2024, $155 million for 2025, $154 million for 2026, $153 million for 2027, and $1,529 million thereafter. Letters of Credit—At September 30, 2023, we had outstanding letters of credit and bank guarantees of $108 million, of which $70 million were letters of credit, of which $50 million is related to the sale of Hawkins Point as discussed below, and $38 million were bank guarantees. Amounts for performance bonds were not material. Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties.  Included in these environmental matters is the following: Hawkins Point Plant.  Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MPE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of September 30, 2023, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. Other Matters—We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following: UK Health and Safety Matter. In April 2023, we received a summons from the UK Health and Safety Executive (HSE) alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving a contractor in August 2021. We also received notice that HSE is investigating another incident which occurred in August 2022 at the same plant involving an employee. With regard to the summons, in June 2023, Tronox Pigment UK Limited, the entity which owns the Stallingborough plant, pled guilty to the allegation. The sentencing hearing to determine monetary penalties occurred in September 2023. At such hearing, the judge imposed a monetary penalty in the amount of £207,681, inclusive of costs. We do not believe this matter will have a material adverse effect on our business, financial condition and results of operations. With regard to the notice of investigation into the second incident, the timing for an enforcement action, if any, is uncertain but based on our current understanding we also do not believe this matter will have a material adverse effect on our business, financial condition and results of operations. Venator Materials plc v. Tronox Limited.  In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. On April 6, 2022, the Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18, 2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2022. Western Australia Stamp Duty Matter. In May 2018, we lodged a pre-transaction determination request for a stamp duty exemption with the Western Australia Office of State Revenue (the “WA OSR”) in connection with our re-domicile transaction (the “Re-Domicile Transaction”). The WA OSR subsequently granted our request for an exemption in June 2018 on a preliminary basis. Immediately following the consummation of the Re-Domicile Transaction, we filed a confirmation request for the stamp duty exemption with the WA OSR. Following this confirmation request, we exchanged numerous communications with the WA OSR addressing questions raised and stating our position. In July 2021, the WA OSR informed us that they have reviewed their technical position on the applicability of the stamp duty exemption and have determined that such an exemption is disallowed. On April 8, 2022, the Company lodged an appeal of the WA OSR's decision with the Western Australia State Administrative Tribunal. On March 3, 2023, the WA OSR officially granted us the stamp duty exemption in connection with the Re-Domicile Transaction, and as such, the Tribunal proceeding was withdrawn.

v3.23.3

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items	9 Months Ended
	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items	Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2023 and 2022. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, July 1, 2023 $ (758) $ (78) $ 27  $ (809) Other comprehensive (loss) income (25) —  8  (17) Amounts reclassified from accumulated other comprehensive loss —  —  (1) (1) Balance, September 30, 2023 $ (783) $ (78) $ 34  $ (827) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, July 1, 2022 $ (684) $ (99) $ 11  $ (772) Other comprehensive loss (120) —  7  (113) Amounts reclassified from accumulated other comprehensive loss —  1  (1) —  Balance, September 30, 2022 $ (804) $ (98) $ 17  $ (885) The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2023 and 2022. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, January 1, 2023 $ (710) $ (78) $ 20  $ (768) Other comprehensive (loss) income (73) —  11  (62) Amounts reclassified from accumulated other comprehensive loss —  —  3  3  Balance, September 30, 2023 $ (783) $ (78) $ 34  $ (827) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income (176) —  50  (126) Amounts reclassified from accumulated other comprehensive loss —  2  (23) (21) Balance, September 30, 2022 $ (804) $ (98) $ 17  $ (885) Repurchase of Common Stock On November 9, 2021, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 2024. During the three and nine months ended September 30, 2023, we made no repurchases of the Company's stock. Under the authorization from our Board of Directors, we have approximately $251 million available for additional repurchases through February 2024.

v3.23.3

Share-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Share-Based Compensation Restricted Share Units (“RSUs”) 2023 Grant - During the nine months ended September 30, 2023, the Company granted both time-based and performance-based awards to certain members of management. A total of 870,403 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2026. A total of 90,088 of time-based awards were granted to non-employee members of the Board which will vest in May 2024. A total of 870,404 of performance-based awards were granted, of which 435,202 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 435,202 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2026 based on the actual 2025 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $22.43. The following weighted average assumptions were utilized to value the TSR grants: 2023 Dividend yield —  % Expected historical volatility 67.1  % Risk free interest rate 4.47  % Expected life (in years) 3 The unrecognized compensation cost associated with all unvested awards at September 30, 2023 was $35 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2 years. During the three months ended September 30, 2023 and 2022, we recorded $4 million and $7 million, respectively, of stock compensation expense. During the nine months ended September 30, 2023 and 2022, we recorded $15 million and $21 million of stock compensation expense, respectively.

v3.23.3

Pension and Other Postretirement Healthcare Benefits	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Pension and Other Postretirement Healthcare Benefits	Pension and Other Postretirement Healthcare Benefits The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net periodic cost: Service cost $ —  $ 1  $ 2  $ 3  Interest cost 5  4  13  11  Expected return on plan assets (5) (6) (15) (18) Net amortization of actuarial loss and prior service credit —  1  —  3  Total net periodic cost $ —  $ —  $ —  $ (1) The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net periodic cost: Interest cost —  1  1  2  Total net periodic cost $ —  $ 1  $ 1  $ 2  During the nine months ended September 30, 2023, the Company made contributions to its pension plans of $3 million. The Company expects to make approximately $5 million of pension contributions for the remainder of 2023. For the three months ended September 30, 2023 and 2022, we contributed $1 million and $1 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2023 and 2022, we contributed $4 million and $4 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations.

v3.23.3

Related Parties	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Parties	Related Parties Tasnee / Cristal At September 30, 2023, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At September 30, 2023 and December 31, 2022, the outstanding Tronox Loans principal was $102 million and $125 million, respectively. The loan principal, together with related accrued interest of $14 million and $13 million at September 30, 2023 and December 31, 2022, respectively, is recorded within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet. For the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $23 million and $20 million, respectively, for feedstock material acquired from the Slagger. For the nine months ended September 30, 2023 and September 30, 2022, the corresponding Slagger feedstock acquired was $102 million and $43 million, respectively. The feedstock acquired is subsequently recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and December 31, 2022, amounts due related to Slagger feedstock acquired was $1 million and $14 million, respectively, which are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt. On May 10, 2023, AMIC and Tronox further amended the Option Agreement (the “Second Amendment”). In the Second Amendment the parties acknowledged that the Option expired on May 10, 2023 without being exercised but agreed to continue negotiating until September 30, 2023 (the "Renegotiation Period") as to whether, and under what circumstances, Tronox may acquire the Slagger. In addition, the parties agreed that until September 30, 2023 all chloride slag produced by the Slagger will be delivered to Tronox as repayment in-kind of the Tronox Loans at a price based on a widely published index for feedstock less a nominal discount as set forth in the Second Amendment. The Renegotiation Period has now been extended until November 1, 2023. For the three months ended September 30, 2023, in-kind repayments of the Tronox Loans began and totaled $27 million. Full repayment of the Tronox Loans is required by January 2025 in either cash or in-kind through chloride slag deliveries. During the Renegotiation Period the Technical Services Agreement remains in effect to enable Tronox's continued support to AMIC regarding the Jazan smelter complex. During July 2023, we also entered into an agreement with AMIC to act as their sales agent with regard to sales of slag fines to customers outside of the Kingdom of Saudi Arabia for an agreed upon commission fee to be paid. Under the terms of the Technical Services Agreement, which we originally entered into with AMIC on March 15, 2018 and subsequently amended on May 13, 2020 and May 10, 2023, we provide project management support services for the Slagger. Under this amended arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded management fees of $2 million in "Other income, net" within the unaudited Condensed Consolidated Statement of Operations for the three months ended both September 30, 2023 and September 30, 2022. For the nine months ended both September 30, 2023 and September 30, 2022, corresponding management fees were $6 million. Tronox recorded remaining technical support fees received under the Technical Services Agreement for the three months ended both September 30, 2023 and September 30, 2022 of less than $1 million. Such fees are recorded in "Selling, general and administrative expenses" on the unaudited Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. At September 30, 2023 and December 31, 2022, Tronox had a receivable due from AMIC related to the management fee and other technical support fees of $2 million and $2 million, respectively, that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet. At both September 30, 2023 and December 31, 2022, Tronox had a receivable due from Tasnee of $2 million which related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. This amount was recorded within “Other long-term assets” and "Prepaid and other assets" on the unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022, respectively. On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal. On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five and six years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. At September 30, 2023 and December 31, 2022, the outstanding balance of the note payable was $27 million and $30 million, respectively, of which $7 million and $7 million, respectively, was expected to be paid within the next twelve months. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the Consolidated Balance Sheet. During the three months ended both September 30, 2023 and September 30, 2022, Tronox recorded interest expense of less than $1 million related to the MGT Loan, which is recorded in "Interest expense" on the Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $2 million and $1 million, respectively, for MGT Loan repayments to Cristal which are recorded within "Net sales" on the unaudited Condensed Consolidated Statement of Operation. Corresponding MGT Loan repayments for the nine months ended September 30, 2023 and September 30, 2022 were $5 million and $2 million, respectively. As a result of these transactions that we entered into related to the MGT assets, Tronox recorded $1 million and $1 million for purchase of chlorine gas from ATTM for the three months ended September 30, 2023 and September 30, 2022, respectively, and such amounts are subsequently recorded in "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. Corresponding amounts purchased for the nine months ended both September 30, 2023 and September 30, 2022 were $3 million. The amount due to ATTM at both September 30, 2023 and December 31, 2022, for the purchase of chlorine gas was $1 million, which is recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $11 million and $8 million, respectively, for MGT sales made to ATTM. Corresponding amounts for the nine months ended September 30, 2023 and September 30, 2022 were $34 million and $19 million, respectively. The MGT sales are recorded in “Net sales” on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and December 31, 2022, Tronox had a receivable from ATTM of $7 million and $6 million, respectively, from MGT sales that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet.

v3.23.3

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (14)	$ 121	$ (260)	$ 512

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.3

The Company (Policies)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023 and 2022. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which defers the sunset date of ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2022-06 is effective immediately for all entities. We completed an internal assessment to identify items that were impacted as a result of the dissolution of LIBOR. Based upon this assessment, we determined that this change was most impactful to our intercompany debt agreements and interest rate swap agreements. Upon conversion of these benchmark rates, we elected the practical expedients allowed under this standard which resulted in an immaterial impact to the financial statements. In addition, during the nine months ended September 30, 2023, we elected to utilize certain exemptions allowed by this pronouncement as it relates to our interest rate swap transactions. Refer to Note 12 for further details.
Fair Value	Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions

v3.23.3

Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Net sales to external customers by geographic areas where our customers are located were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America $ 191  $ 228  $ 584  $ 628  South and Central America 37  73  119  213  Europe, Middle-East and Africa 256  331  858  1,069  Asia Pacific 178  263  603  895  Total net sales $ 662  $ 895  $ 2,164  $ 2,805  Net sales from external customers for each similar type of product were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 TiO2 $ 558  $ 673  $ 1,729  $ 2,215  Zircon 33  128  200  346  Other products 71  94  235  244  Total net sales $ 662  $ 895  $ 2,164  $ 2,805

v3.23.3

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Income Before Income Taxes	Income before income taxes is comprised of the following: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income tax (provision) benefit $ (8) $ (18) $ (339) $ 187  (Loss) income before income taxes $ (6) $ 141  $ 81  $ 327  Effective tax rate (133) % 13  % 419  % (57) %

v3.23.3

Income Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Income (Loss) per Share	The computation of basic and diluted income per share for the periods indicated is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator - Basic and Diluted: Net (loss) income $ (14) $ 123  $ (258) $ 514  Less: Net income attributable to noncontrolling interest —  2  2  2  Net (loss) income available to ordinary shares $ (14) $ 121  $ (260) $ 512  Denominator - Basic and Diluted: Weighted-average ordinary shares, basic (in thousands) 156,816  154,548  156,260  155,027  Weighted-average ordinary shares, diluted (in thousands) 156,816  156,948  156,260  158,201  Basic net (loss) income per ordinary share $ (0.09) $ 0.78  $ (1.66) $ 3.30  Diluted net (loss) income per ordinary share $ (0.09) $ 0.77  $ (1.66) $ 3.23
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Anti-dilutive shares not recognized in the diluted net income per share calculation for the three and nine months ended September 30, 2023 and 2022 were as follows: Shares Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Options 236,945  518,934  236,945  518,934  Restricted share units 1,648,311  1,333,723  2,520,412  1,330,971

v3.23.3

Accounts Receivable Securitization Program (Tables)	9 Months Ended
	Sep. 30, 2023
Transfers and Servicing [Abstract]
Schedule of the Receivables Sold and Fees Incurred Under Program	The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash proceeds from collections reinvested in the program $ 238  $ 103  $ 582  $ 239  Incremental accounts receivables sold 238  103  659  314  Fees incurred1 3  1  8  1  1 Fees due to the Purchaser relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

v3.23.3

Inventories, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventories, Net	Inventories, net consisted of the following: September 30, 2023 December 31, 2022 Raw materials $ 327  $ 261  Work-in-process 174  125  Finished goods, net 679  641  Materials and supplies, net 242  251  Inventories, net $ 1,422  $ 1,278

v3.23.3

Property, Plant and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment, Net of Accumulated Depreciation	Property, plant and equipment, net of accumulated depreciation, consisted of the following: September 30, 2023 December 31, 2022 Land and land improvements $ 235  $ 226  Buildings 395  390  Machinery and equipment 2,462  2,330  Construction-in-progress 267  370  Other 59  62  Subtotal 3,418  3,378  Less: accumulated depreciation (1,648) (1,548) Property, plant and equipment, net $ 1,770  $ 1,830
Schedule of Depreciation Expense Related to Property Plant and Equipment	The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 52  $ 50  $ 158  $ 152  Selling, general and administrative expenses 1  1  3  3  Total $ 53  $ 51  $ 161  $ 155

v3.23.3

Mineral Leaseholds, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Extractive Industries [Abstract]
Schedule of Mineral Leaseholds, Net of Accumulated Depletion	Mineral leaseholds, net of accumulated depletion, consisted of the following: September 30, 2023 December 31, 2022 Mineral leaseholds $ 1,249  $ 1,282  Less: accumulated depletion (594) (581) Mineral leaseholds, net $ 655  $ 701

v3.23.3

Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets, Net of Accumulated Amortization	Intangible assets, net of accumulated amortization, consisted of the following: September 30, 2023 December 31, 2022 Gross Cost Accumulated Amortization Net Carrying Amount Gross Cost Accumulated Amortization Net Carrying Amount Customer relationships $ 291  $ (245) $ 46  $ 291  $ (231) $ 60  TiO2 technology 93  (42) 51  93  (37) 56  Internal-use software and other 196  (48) 148  179  (45) 134  Intangible assets, net $ 580  $ (335) $ 245  $ 563  $ (313) $ 250
Schedule of Amortization Expense Related to Intangible Assets	The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of goods sold $ 1  $ 1  $ 3  $ 1  Selling, general and administrative expenses 6  6  20  22  Total $ 7  $ 7  $ 23  $ 23

v3.23.3

Balance Sheet and Cash Flow Supplemental Information (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following: September 30, 2023 December 31, 2022 Employee-related costs and benefits $ 110  $ 107  Related party payables 2  15  Interest 4  15  Sales rebates 30  37  Taxes other than income taxes 7  13  Asset retirement obligations 9  8  Other accrued liabilities 37  57  Accrued liabilities $ 199  $ 252
Schedule of Cash Flow, Supplemental Disclosures	Nine Months Ended September 30, Supplemental non cash information: 2023 2022 Operating activities - Chloride slag inventory purchases made from AMIC $ 27  $ —  Operating activities - MGT sales made to AMIC $ 5  $ 2  Investing activities - In-kind receipt of AMIC loan repayment $ 27  $ —  Financing activities - Initial commercial insurance premium financing agreement $ 18  $ 21  Financing activities - Repayment of MGT loan $ 5  $ 2  September 30, 2023 December 31, 2022 Capital expenditures acquired but not yet paid $ 38  $ 72

v3.23.3

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs	Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date September 30, 2023 December 31, 2022 Term Loan Facility, net of unamortized discount (1) 1,300  Variable 3/11/2028 $ 898  $ 898  2022 Term Loan Facility, net of unamortized discount(1) 400  Variable 4/4/2029 391  393  2023 Term Loan Facility, net of unamortized discount(1) 350  Variable 8/16/2028 347  —  Senior Notes due 2029 1,075  4.625  % 3/15/2029 1,075  1,075  Standard Bank Term Loan Facility (1) 98  Variable 11/11/2026 64  77  Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1  1  MGT Loan(2) 36 Variable Variable 27  30  Finance leases 42  47  Long-term debt 2,845  2,521  Less: Long-term debt due within one year (26) (24) Debt issuance costs (31) (33) Long-term debt, net $ 2,788  $ 2,464  _______________ (1)The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Standard Bank Term Loan Facility was 6.0%, 8.6%, 9.3% and 10.2%, respectively, during the nine months ended September 30, 2023. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022. (2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 4.0% during the nine months ended September 30, 2023 and September 30, 2022, respectively.

v3.23.3

Derivative Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Fair Value of Derivatives Outstanding	The following table is a summary of the fair value of derivatives outstanding at September 30, 2023 and December 31, 2022: Fair Value September 30, 2023 December 31, 2022 Assets(a) Accrued Liabilities Assets(a) Accrued Liabilities Derivatives Designated as Cash Flow Hedges Interest Rate Swaps $ 44  $ —  $ 30  $ —  Natural Gas Hedges $ —  $ 1  $ 1  $ 2  Total Hedges $ 44  $ 1  $ 31  $ 2  Derivatives Not Designated as Cash Flow Hedges Currency Contracts $ —  $ 2  $ 1  $ —  Total Derivatives $ 44  $ 3  $ 32  $ 2  (a) At September 30, 2023 and December 31, 2022, current assets of $44 million and $32 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.
Schedule of Derivatives Instruments Impact on Statement of Operation	The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations: Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income, net Revenue Cost of Goods Sold Other Income, net Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ —  $ —  $ 2  $ —  $ —  $ (13) Derivatives Designated as Hedging Instruments Currency Contracts $ —  $ —  $ —  $ —  $ —  $ —  Natural Gas Hedges $ —  $ (1) $ —  $ —  $ 2  $ —  Total Derivatives $ —  $ (1) $ 2  $ —  $ 2  $ (13) Amount of Pre-Tax Gain (Loss) Recognized in Earnings Amount of Pre-Tax Gain (Loss) Recognized in Earnings Revenue Cost of Goods Sold Other Income, net Revenue Cost of Goods Sold Other Income, net Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Derivatives Not Designated as Hedging Instruments Currency Contracts $ —  $ —  $ (2) $ —  $ —  $ (18) Derivatives Designated as Hedging Instruments Currency Contracts $ —  $ (4) $ —  $ 5  $ 14  $ —  Natural Gas Hedges $ —  $ (4) $ —  $ —  $ 4  $ —  Total Derivatives $ —  $ (8) $ (2) $ 5  $ 18  $ (18)

v3.23.3

Fair Value (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value, by Balance Sheet Grouping	The following table presents the fair value of our debt and derivative contracts at both September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Asset Liability Asset Liability Term Loan Facility —  888  —  876  2022 Term Loan Facility —  390  —  388  2023 Term Loan Facility —  347  —  —  Standard Bank Term Loan Facility —  64  —  77  Senior Notes due 2029 —  868  —  893  Australian Government Loan —  1  —  1  MGT Loan —  27  —  30  Interest rate swaps 44  —  30  —  Natural gas hedges —  1  1  2  Foreign currency contracts —  2  1  —

v3.23.3

Asset Retirement Obligations (Tables)	9 Months Ended
	Sep. 30, 2023
Asset Retirement Obligation Disclosure [Abstract]
Schedule of Change in Asset Retirement Obligations	Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 161  $ 147  $ 161  $ 149  Additions 1  1  4  1  Accretion expense 4  3  11  10  Remeasurement/translation (5) (9) (7) (14) Other, including change in estimates 5  4  2  4  Settlements/payments (2) (3) (7) (7) Balance, September 30, $ 164  $ 143  $ 164  $ 143  September 30, 2023 December 31, 2022 Current portion included in “Accrued liabilities” $ 9  $ 8  Noncurrent portion included in “Asset retirement obligations” 155  153  Asset retirement obligations $ 164  $ 161

v3.23.3

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Tables)	9 Months Ended
	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Schedule of Changes in Accumulated Other Comprehensive Loss by Component	The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2023 and 2022. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, July 1, 2023 $ (758) $ (78) $ 27  $ (809) Other comprehensive (loss) income (25) —  8  (17) Amounts reclassified from accumulated other comprehensive loss —  —  (1) (1) Balance, September 30, 2023 $ (783) $ (78) $ 34  $ (827) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, July 1, 2022 $ (684) $ (99) $ 11  $ (772) Other comprehensive loss (120) —  7  (113) Amounts reclassified from accumulated other comprehensive loss —  1  (1) —  Balance, September 30, 2022 $ (804) $ (98) $ 17  $ (885) The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2023 and 2022. Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, January 1, 2023 $ (710) $ (78) $ 20  $ (768) Other comprehensive (loss) income (73) —  11  (62) Amounts reclassified from accumulated other comprehensive loss —  —  3  3  Balance, September 30, 2023 $ (783) $ (78) $ 34  $ (827) Cumulative Translation Adjustment Pension Liability Adjustment Unrealized Gains (Losses) on Hedges Total Balance, January 1, 2022 $ (628) $ (100) $ (10) $ (738) Other comprehensive (loss) income (176) —  50  (126) Amounts reclassified from accumulated other comprehensive loss —  2  (23) (21) Balance, September 30, 2022 $ (804) $ (98) $ 17  $ (885)

v3.23.3

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Weighted-Average Assumptions Utilized to Value Grants	The following weighted average assumptions were utilized to value the TSR grants: 2023 Dividend yield —  % Expected historical volatility 67.1  % Risk free interest rate 4.47  % Expected life (in years) 3

v3.23.3

Pension and Other Postretirement Healthcare Benefits (Tables)	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Schedule of Components of Net Periodic Cost Associated with the U.S. Defined Benefit Plans and The foreign Defined Plan	The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Pensions Pensions Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net periodic cost: Service cost $ —  $ 1  $ 2  $ 3  Interest cost 5  4  13  11  Expected return on plan assets (5) (6) (15) (18) Net amortization of actuarial loss and prior service credit —  1  —  3  Total net periodic cost $ —  $ —  $ —  $ (1) The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows: Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net periodic cost: Interest cost —  1  1  2  Total net periodic cost $ —  $ 1  $ 1  $ 2

v3.23.3

The Company (Details)	Sep. 30, 2023 facility
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of titanium dioxide pigment facilities in which entity operates	9

v3.23.3

Revenue - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022	Dec. 31, 2022 USD ($)
Concentration Risk [Line Items]
Contract asset | $	$ 0		$ 0
Contract liability (less than) | $	$ 1,000,000
Number of operating segments | segment	1
Number of reportable segments | segment	1
Ten Largest Third-party Customers | Revenue Benchmark | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration percentage	37.00%	30.00%

v3.23.3

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 662	$ 895	$ 2,164	$ 2,805
TiO2
Disaggregation of Revenue [Line Items]
Net sales	558	673	1,729	2,215
Zircon
Disaggregation of Revenue [Line Items]
Net sales	33	128	200	346
Other products
Disaggregation of Revenue [Line Items]
Net sales	71	94	235	244
North America
Disaggregation of Revenue [Line Items]
Net sales	191	228	584	628
South and Central America
Disaggregation of Revenue [Line Items]
Net sales	37	73	119	213
Europe, Middle-East and Africa
Disaggregation of Revenue [Line Items]
Net sales	256	331	858	1,069
Asia Pacific
Disaggregation of Revenue [Line Items]
Net sales	$ 178	$ 263	$ 603	$ 895

v3.23.3

Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax (provision) benefit	$ (8)	$ (18)	$ (339)	$ 187
(Loss) income before income taxes	$ (6)	$ 141	$ 81	$ 327
Effective tax rate	(133.00%)	13.00%	419.00%	(57.00%)

v3.23.3

Income Taxes - Narrative (Details) - USD ($)		9 Months Ended
	Apr. 01, 2023	Sep. 30, 2023	Sep. 30, 2022
Income Tax Examination [Line Items]
Deferred tax benefit		$ 293,000,000
Unrecognized tax benefits		$ 0
Her Majesty's Revenue and Customs (HMRC) | U.K.
Income Tax Examination [Line Items]
Statutory tax rate	25.00%	25.00%	19.00%
Her Majesty's Revenue and Customs (HMRC) | U.K. | Weighted Average
Income Tax Examination [Line Items]
Statutory tax rate		23.50%

v3.23.3

Income Per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator - Basic and Diluted:
Net (loss) income	$ (14)	$ 123	$ (258)	$ 514
Less: Net income attributable to noncontrolling interest	0	2	2	2
Net (loss) income available to ordinary shares	$ (14)	$ 121	$ (260)	$ 512
Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands) (in shares)	156,816	154,548	156,260	155,027
Weighted average shares outstanding, diluted (in thousands) (in shares)	156,816	156,948	156,260	158,201
Basic net (loss) income per ordinary share (in dollars per share)	$ (0.09)	$ 0.78	$ (1.66)	$ 3.30
Diluted net (loss) income per ordinary share (in dollars per share)	$ (0.09)	$ 0.77	$ (1.66)	$ 3.23

v3.23.3

Income Per Share - Anti-Dilutive Shares Not Recognized in Diluted Net Income (Loss) per Share Calculation (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	236,945	518,934	236,945	518,934
Restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	1,648,311	1,333,723	2,520,412	1,330,971

v3.23.3

Accounts Receivable Securitization Program - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Transfers and Servicing [Abstract]
Accounts receivable securitization, maximum draw limit		$ 200
Transaction cost	$ 1
Percentage of additional purchase receivable	100.00%
Accounts receivable from securitization	$ 200		$ 123
Unsold receivables retained	$ 123		$ 69

v3.23.3

Accounts Receivable Securitization Program - Receivables Sold and Fees Incurred Under the Program during the Related Periods (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Transfers and Servicing [Abstract]
Cash proceeds from collections reinvested in the program	$ 238	$ 103	$ 582	$ 239
Incremental accounts receivables sold	238	103	659	314
Fees incurred	$ 3	$ 1	$ 8	$ 1

v3.23.3

Inventories, Net (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Inventory, Net [Abstract]
Raw materials	$ 327	$ 261
Work-in-process	174	125
Finished goods, net	679	641
Materials and supplies, net	242	251
Inventories, net	1,422	1,278
Inventory obsolescence reserves	44	42
Reserves for lower of cost or market and net realizable value	$ 41	$ 27

v3.23.3

Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	$ 3,418		$ 3,418		$ 3,378
Less: accumulated depreciation	(1,648)		(1,648)		(1,548)
Property, plant and equipment, net	1,770		1,770		1,830
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	53	$ 51	161	$ 155
Cost of goods sold
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	52	50	158	152
Selling, general and administrative expenses
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	1	$ 1	3	$ 3
Land and land improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	235		235		226
Buildings
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	395		395		390
Machinery and equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	2,462		2,462		2,330
Construction-in-progress
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	267		267		370
Other
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	$ 59		$ 59		$ 62

v3.23.3

Mineral Leaseholds, Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Summary of minerals leaseholds, net of accumulated depletion [Abstract]
Mineral leaseholds	$ 1,249		$ 1,249		$ 1,282
Less: accumulated depletion	(594)		(594)		(581)
Mineral leaseholds, net	655		655		$ 701
Depletion expense related to mineral leaseholds	$ 7	$ 8	$ 22	$ 23

v3.23.3

Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	$ 580		$ 580		$ 563
Accumulated Amortization	(335)		(335)		(313)
Net Carrying Amount	245		245		250
Capitalized software costs	121		121		106
Amortization expense related to intangible assets [Abstract]
Amortization expense	7	$ 7	23	$ 23
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2023	7		7
2024	43		43
2025	43		43
2026	25		25
2027	23		23
Thereafter	104		104
Cost of goods sold
Amortization expense related to intangible assets [Abstract]
Amortization expense	1	1	3	1
Selling, general and administrative expenses
Amortization expense related to intangible assets [Abstract]
Amortization expense	6	$ 6	20	$ 22
Customer relationships
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	291		291		291
Accumulated Amortization	(245)		(245)		(231)
Net Carrying Amount	46		46		60
TiO2 technology
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	93		93		93
Accumulated Amortization	(42)		(42)		(37)
Net Carrying Amount	51		51		56
Internal-use software and other
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	196		196		179
Accumulated Amortization	(48)		(48)		(45)
Net Carrying Amount	$ 148		$ 148		$ 134

v3.23.3

Balance Sheet and Cash Flow Supplemental Information - Accrued Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Employee-related costs and benefits	$ 110	$ 107
Interest	4	15
Sales rebates	30	37
Taxes other than income taxes	7	13
Asset retirement obligations	9	8
Accrued liabilities	199	252
Related Party
Related Party Transaction [Line Items]
Other accrued liabilities	2	15
Nonrelated Party
Related Party Transaction [Line Items]
Other accrued liabilities	$ 37	$ 57

v3.23.3

Balance Sheet and Cash Flow Supplemental Information - Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Supplemental non cash information:
Operating activities - Chloride slag inventory purchases made from AMIC	$ 27	$ 0
Operating activities - MGT sales made to AMIC	5	2
Investing activities - In-kind receipt of AMIC loan repayment	27	0
Financing activities - Initial commercial insurance premium financing agreement	18	21
Financing activities - Repayment of MGT loan	5	$ 2
Capital expenditures acquired but not yet paid	$ 38		$ 72

v3.23.3

Debt - Long-Term Debt, Net of Unamortized Discount and Debt Issuance Costs (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Aug. 16, 2023	Dec. 31, 2022	Apr. 04, 2022
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Finance leases	$ 42,000,000			$ 47,000,000
Long-term debt	2,845,000,000			2,521,000,000
Less: Long-term debt due within one year	(26,000,000)			(24,000,000)
Debt issuance costs	(31,000,000)			(33,000,000)
Long-term debt, net	2,788,000,000			2,464,000,000
Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	1,300,000,000
Long-term debt, gross	$ 898,000,000			898,000,000
Average effective interest rate	6.00%	4.70%
2022 Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 400,000,000				$ 400,000,000
Long-term debt, gross	$ 391,000,000			393,000,000
Average effective interest rate	8.60%	5.10%
2023 Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 350,000,000		$ 350,000,000
Long-term debt, gross	$ 347,000,000			0
Average effective interest rate	9.30%
Senior Notes due 2029
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 1,075,000,000
Annual Interest Rate	4.625%
Long-term debt, gross	$ 1,075,000,000			1,075,000,000
Standard Bank Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	98,000,000
Long-term debt, gross	$ 64,000,000			77,000,000
Average effective interest rate	10.20%	6.80%
Australian Government Loan
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Long-term debt, gross	$ 1,000,000			1,000,000
MGT Loan
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	36,000,000
Long-term debt, gross	$ 27,000,000			$ 30,000,000
Average effective interest rate	6.00%	4.00%

v3.23.3

Debt - Narrative (Details) ر.س in Millions, £ in Millions, R in Millions			1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 16, 2023 USD ($)	Apr. 04, 2022 USD ($)	Aug. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 GBP (£)	Sep. 30, 2023 SAR (ر.س)	Sep. 30, 2023 ZAR (R)	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 GBP (£)	Dec. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
Loss on extinguishment of debt				$ 0	$ 0	$ 0				$ 21,000,000
Accounts receivable securitization, maximum draw limit											$ 200,000,000
Short-term debt				17,000,000		17,000,000							$ 50,000,000
Insurance Premium Financing Agreement
Line of Credit Facility [Line Items]
Original principal			$ 27,000,000
Interest rate			8.00%
Insurance premium down payment, percentage			33.00%
Monthly installments period			9 months
Short-term debt				17,000,000		17,000,000
New Term Loan Facility, net of unamortized discount
Line of Credit Facility [Line Items]
Original principal				1,300,000,000		$ 1,300,000,000
New Term Loan Facility, net of unamortized discount | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate						2.50%	2.50%	2.50%	2.50%
2022 Term Loan Facility
Line of Credit Facility [Line Items]
Debt instrument, term		7 years
Original principal		$ 400,000,000		400,000,000		$ 400,000,000
Loss on extinguishment of debt										21,000,000
Amortization of debt discount (premium)										$ 18,000,000
Interest rate floor		0.50%
2022 Term Loan Facility | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate		2.25%				3.25%	3.25%	3.25%	3.25%
2022 Term Loan Facility | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate		3.25%
Senior Secured Notes Due 2025 | Senior Notes
Line of Credit Facility [Line Items]
Interest rate		6.50%
2023 Term Loan Facility
Line of Credit Facility [Line Items]
Debt instrument, term	5 years
Original principal	$ 350,000,000			350,000,000		$ 350,000,000
Interest rate floor	0.50%
Repayments of debt	$ 159,000,000
2023 Term Loan Facility | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.50%
2023 Term Loan Facility | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.50%
Emirates Revolver | Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Accounts receivable securitization, maximum draw limit				$ 61,000,000		61,000,000						£ 50
Proceeds from issuance of debt						$ 43,000,000	£ 35
Emirates Revolver | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.75%	1.75%	1.75%	1.75%
Emirates Revolver | Euro
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.75%	1.75%	1.75%	1.75%
Emirates Revolver | SONIA
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.75%	1.75%	1.75%	1.75%
SABB Facility | Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Proceeds from issuance of debt						$ 4,000,000		ر.س 16
Cash Flow Revolver | Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Proceeds from issuance of debt						115,000,000
Line of credit, current													$ 30,000,000
Standard Bank Revolving Credit Facility
Line of Credit Facility [Line Items]
Proceeds from issuance of debt						$ 34,000,000			R 650

v3.23.3

Derivative Financial Instruments - Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	$ 44	$ 32
Total derivatives, accrued liabilities at fair value	3	2
Prepaid and other current assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	44	32
Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	44	31
Total derivatives, accrued liabilities at fair value	1	2
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	44	30
Total derivatives, accrued liabilities at fair value	0	0
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	0	1
Total derivatives, accrued liabilities at fair value	1	2
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	0	1
Total derivatives, accrued liabilities at fair value	$ 2	$ 0

v3.23.3

Derivative Financial Instruments - Impact on Statement of Operation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	$ 0	$ 0	$ 0	$ 5
Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	(1)	2	(8)	18
Other Income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	2	(13)	(2)	(18)
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Currency Contracts | Derivatives Not Designated as Cash Flow Hedges | Other Income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	2	(13)	(2)	(18)
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	5
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	(4)	14
Currency Contracts | Derivatives Designated as Cash Flow Hedges | Other Income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	(1)	2	(4)	4
Natural Gas Hedges | Derivatives Designated as Cash Flow Hedges | Other Income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	$ 0	$ 0	$ 0	$ 0

v3.23.3

Derivative Financial Instruments - Narrative (Details) € in Millions, ر.س in Millions, £ in Millions, R in Millions, $ in Millions, $ in Millions		3 Months Ended		9 Months Ended
	Mar. 27, 2023 USD ($) derivative	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 ZAR (R)	Sep. 30, 2023 AUD ($)	Sep. 30, 2023 GBP (£)	Sep. 30, 2023 EUR (€)	Sep. 30, 2023 SAR (ر.س)	May 17, 2023 USD ($) derivative	Dec. 31, 2022 USD ($)	Dec. 31, 2022 ZAR (R)	Dec. 31, 2022 AUD ($)	Dec. 31, 2022 GBP (£)	Dec. 31, 2022 EUR (€)	Jun. 30, 2019 USD ($) derivative
Derivative Financial Instruments [Abstract]
Number of interest-rate swap agreements | derivative	2										3						3
Number of existing interest-rate swap agreements terminated | derivative	2
Interest expense (less than for three months ended September 30, 2022)		$ 42	$ 32	$ 113	$ 92
Accumulated other comprehensive gain (loss)		(827)		(827)								$ (768)
Accumulated other comprehensive gain (loss)
Derivative Financial Instruments [Abstract]
Accumulated other comprehensive gain (loss)												(4)
Interest Rate Swaps
Derivative Financial Instruments [Abstract]
Notional amount											$ 250						$ 750
Interest expense (less than for three months ended September 30, 2022)	$ 11	8	$ 1	18	$ 7
Interest Rate Swaps | Interest Expense
Derivative Financial Instruments [Abstract]
Interest expense (less than for three months ended September 30, 2022)		2		2
Interest Rate Swaps | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging
Derivative Financial Instruments [Abstract]
Notional amount		950		950
Interest Rate Swaps | Accumulated other comprehensive gain (loss)
Derivative Financial Instruments [Abstract]
Accumulated other comprehensive gain (loss)		42		42								30
Interest Rate Swap 1
Derivative Financial Instruments [Abstract]
Notional amount	500
Interest Rate Swap 2
Derivative Financial Instruments [Abstract]
Notional amount	$ 200
Interest Rate Swap 3
Derivative Financial Instruments [Abstract]
Notional amount											$ 750
Foreign Exchange Contract, South African Rand | Derivatives Not Designated as Cash Flow Hedges
Derivative Financial Instruments [Abstract]
Notional amount		26		26		R 496						64	R 1,200
Foreign Exchange Contract, Australian Dollars | Derivatives Not Designated as Cash Flow Hedges
Derivative Financial Instruments [Abstract]
Notional amount		130		130			$ 202					127		$ 197
Foreign Exchange Contract, Pound Sterling | Derivatives Not Designated as Cash Flow Hedges
Derivative Financial Instruments [Abstract]
Notional amount		14		14				£ 11				24			£ 20
Foreign Exchange Contract, Euro | Derivatives Not Designated as Cash Flow Hedges
Derivative Financial Instruments [Abstract]
Notional amount		$ 50		$ 50					€ 47			$ 47				€ 44
Foreign Exchange Contract, Saudi Riyal | Derivatives Not Designated as Cash Flow Hedges
Derivative Financial Instruments [Abstract]
Notional amount									€ 51	ر.س 14

v3.23.3

Fair Value (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Interest rate swaps | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	$ 44	$ 30
Derivative liability	0	0
Natural gas hedges | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	1
Derivative liability	1	2
Foreign currency contracts | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	1
Derivative liability	2	0
Term Loan Facility | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	888	876
2022 Term Loan Facility | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	390	388
2023 Term Loan Facility | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	347	0
Standard Bank Term Loan Facility | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	64	77
Senior Notes due 2029 | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	868	893
Australian Government Loan | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	1	1
MGT Loan | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 27	$ 30

v3.23.3

Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2021
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance		$ 161	$ 161	$ 149
Additions	$ 1	1	4	1
Accretion expense	4	3	11	10
Remeasurement/translation	(5)	(9)	(7)	(14)
Other, including change in estimates	5	4	2	4
Settlements/payments	(2)	(3)	(7)	(7)
Ending balance	164	143	164	143
Asset retirement obligations [Abstract]
Current portion included in “Accrued liabilities”	9		9		$ 8
Noncurrent portion included in “Asset retirement obligations”	155		155		153
Asset retirement obligations	$ 164	$ 143	$ 164	$ 143	$ 161	$ 147

v3.23.3

Commitments and Contingencies (Details) $ in Millions		1 Months Ended			3 Months Ended		9 Months Ended
	Apr. 18, 2022 USD ($)	Jun. 30, 2023 GBP (£)	Jun. 30, 2019 USD ($)	May 31, 2019 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
Purchase commitments remainder of 2023					$ 111		$ 111
Purchase commitments for 2024					171		171
Purchase commitments for 2025					155		155
Purchase commitments for 2026					154		154
Purchase commitments for 2027					153		153
Purchase commitments due thereafter					1,529		1,529
Commitments and Contingencies [Abstract]
Loss contingency					108		108
Loss contingency provision							42
Venator settlement					0	$ 0	0	$ 85
UK Health And Safety Matter
Commitments and Contingencies [Abstract]
Venator settlement | £		£ 207,681
Venator Materials PLC VS. Tronox Limited
Commitments and Contingencies [Abstract]
Damages sought			$ 400
Cristal, North America TiO2 Business | Discontinued Operations, Disposed of by Sale
Commitments and Contingencies [Abstract]
Proceeds from divestiture of business, net of transaction costs			$ 701
Venator Materials PLC | Venator Materials PLC VS. Tronox Limited
Commitments and Contingencies [Abstract]
Damages sought				$ 75
Venator settlement	$ 85
Wells Fargo Revolver | Letters of Credit
Commitments and Contingencies [Abstract]
Loss contingency					70		70
Hawkins Point | Bank Guarantees
Commitments and Contingencies [Abstract]
Loss contingency					50		50
Absa Revolver | Bank Guarantees
Commitments and Contingencies [Abstract]
Loss contingency					$ 38		$ 38

v3.23.3

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 2,086	$ 2,326	$ 2,403	$ 2,042
Ending balance	2,036	2,322	2,036	2,322
Accumulated Other Comprehensive Loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(809)	(772)	(768)	(738)
Other comprehensive (loss) income	(17)	(113)	(62)	(126)
Amounts reclassified from accumulated other comprehensive loss	(1)	0	3	(21)
Ending balance	(827)	(885)	(827)	(885)
Cumulative Translation Adjustment
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(758)	(684)	(710)	(628)
Other comprehensive (loss) income	(25)	(120)	(73)	(176)
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Ending balance	(783)	(804)	(783)	(804)
Pension Liability Adjustment
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(78)	(99)	(78)	(100)
Other comprehensive (loss) income	0	0	0	0
Amounts reclassified from accumulated other comprehensive loss	0	1	0	2
Ending balance	(78)	(98)	(78)	(98)
Unrealized Gains (Losses) on Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	27	11	20	(10)
Other comprehensive (loss) income	8	7	11	50
Amounts reclassified from accumulated other comprehensive loss	(1)	(1)	3	(23)
Ending balance	$ 34	$ 17	$ 34	$ 17

v3.23.3

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Narrative (Details) - USD ($)	Sep. 30, 2023	Nov. 09, 2021
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Shares authorized for repurchase		$ 300,000,000
Stock repurchase program, remaining authorized repurchase amount	$ 251,000,000

v3.23.3

Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures	$ 35		$ 35
Weighted average period of recognition for unrecognized compensation expense			2 years
Share-based compensation expense			$ 15	$ 21
Restricted share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 4	$ 7	$ 15	$ 21
Restricted Share Units (RSUs), Time-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Restricted Share Units (RSUs), Time-Based Awards | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			870,403
Restricted Share Units (RSUs), Time-Based Awards | Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			90,088
Restricted Share Units (RSUs), Performance-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			870,404
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			435,202
Award performance period			3 years
Granted (in dollars per share)			$ 22.43
Restricted Share Units (RSUs), Performance-Based Awards | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			435,202

v3.23.3

Share-based Compensation - Weighted-Average Assumptions Utilized to Value Grants (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One	9 Months Ended
	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Expected historical volatility	67.10%
Risk free interest rate	4.47%
Expected life (in years)	3 years

v3.23.3

Pension and Other Postretirement Healthcare Benefits - Components of Net Periodic Pension and Postretirement Healthcare Cost (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pensions
Net periodic cost:
Service cost	$ 0	$ 1	$ 2	$ 3
Interest cost	5	4	13	11
Expected return on plan assets	(5)	(6)	(15)	(18)
Net amortization of actuarial loss and prior service credit	0	1	0	3
Total net periodic cost	0	0	0	(1)
Other Postretirement Benefit Plans
Net periodic cost:
Interest cost	0	1	1	2
Total net periodic cost	$ 0	$ 1	$ 1	$ 2

v3.23.3

Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - Pensions - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Multiemployer Plans [Abstract]
Employer contributions			$ 3
Expected future employer contributions, remainder of fiscal year	$ 5		5
Foreign Plan | Cost of goods sold
Multiemployer Plans [Abstract]
Multiemployer contribution amount	$ 1	$ 1	$ 4	$ 4

v3.23.3

Related Parties (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	May 13, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 17, 2020	Dec. 29, 2019	May 09, 2018
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)		156,793,755		156,793,755		154,496,923
Notes receivable, related parties		$ 184		$ 184		$ 196
Accrued liabilities		199		199		252
Other income, net		0	$ 8	6	$ 12
Selling, general and administrative expenses		62	69	206	220
Prepaid and other assets		175		175		135
Interest expense		42	32	113	92
Net sales		662	895	2,164	2,805
Purchase of Chlorine Gas | Related Party
Related Party Transaction [Line Items]
Cost of goods sold		1	1	3	3
Advanced Metal Industries Cluster Company Limited | Option Agreement, Option To Acquire Special Purchase Vehicle | Related Party
Related Party Transaction [Line Items]
Ownership percentage by related party									90.00%
Advanced Metal Industries Cluster Company Limited | Option Agreement, Amount Loaned For Capital Expenditures And Operational Expenses, Interest Earned | Related Party
Related Party Transaction [Line Items]
Outstanding loan principal		102		102		125
Notes receivable, related parties		14		14		13
Advanced Metal Industries Cluster Company Limited | Acquisition Of Assets Producing Metal Grade TiCl4 | Related Party
Related Party Transaction [Line Items]
Notes receivable, related parties								$ 36
Slagger | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM)
Related Party Transaction [Line Items]
Loan commitment									$ 322
AMIC
Related Party Transaction [Line Items]
Repayments of debt		27
AMIC | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses
Related Party Transaction [Line Items]
Amount loaned to related parties	$ 36
AMIC | Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses | Related Party
Related Party Transaction [Line Items]
Amounts receivable from related party									$ 125
AMIC | Amended Technical Services Agreement, Monthly Management Fee | Related Party
Related Party Transaction [Line Items]
Other income, net		2	2	6	6
AMIC | Amended Technical Services Agreement Other Technical Support Fees | Related Party
Related Party Transaction [Line Items]
Other income, net				1	1
Selling, general and administrative expenses		1	1
AMIC | Amended Technical Services Agreement, Monthly Management Fee and Other Technical Support Fees | Related Party
Related Party Transaction [Line Items]
Prepaid and other assets		2		2		2
Tasnee | Pre-Acquisition Activity | Related Party
Related Party Transaction [Line Items]
Notes receivable, related parties		2		2		2
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Purchase of Chlorine Gas | Related Party
Related Party Transaction [Line Items]
Accrued liabilities		1		1		1
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) | Receivable From MGT Product Sales | Related Party
Related Party Transaction [Line Items]
Prepaid and other assets		7		7		6
Cristal | Related Party | MGT Loan
Related Party Transaction [Line Items]
Repayments of debt		2	1	5	2
Notes payable		27		27		30	$ 36
Notes payable due within 12 months		7		7		7
Interest expense		1	1	$ 1	1
Cristal | Related Party | Minimum | MGT Loan
Related Party Transaction [Line Items]
Debt instrument, term				5 years
Cristal | Related Party | Maximum | MGT Loan
Related Party Transaction [Line Items]
Debt instrument, term				6 years
MGT
Related Party Transaction [Line Items]
Net sales		$ 11	8	$ 34	19
Cristal's Titanium Dioxide Business
Related Party Transaction [Line Items]
Ownership percentage		24.00%		24.00%
Acquisition Of Assets Producing Metal Grade TiCl4 | Related Party | Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM)
Related Party Transaction [Line Items]
Ownership percentage								65.00%
Cristal's Titanium Dioxide Business
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)		37,580,000		37,580,000
Slagger | Purchases of Feedstock Material
Related Party Transaction [Line Items]
Related party transaction amount		$ 23	$ 20	$ 102	$ 43
Slagger | Purchases of Feedstock Material | Related Party
Related Party Transaction [Line Items]
Accrued liabilities		$ 1		$ 1		$ 14

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